Year 5, Issue 7 CEE July 2018 Legal Matters

In-Depth Analysis of the News and Newsmakers That Shape ’s Emerging Legal Markets

Special Summaries of 2018 GC Summit and Dealer’s Choice Conferences 2017 Deal of the Year Awards and Comments Across the Wire: Deals of Moves in CEE On the Move: New Firms and Practices The Buzz in CEE What do you expect from your law firm? wolftheiss.com Preliminary Matters July 2018 What do you expect from your law firm? wolftheiss.com

CEE Legal Matters

In-Depth Analysis of the News and Newsmakers That Shape Europe's Emerging Legal Markets Editorial: A Shark Tale

It turns out that the common understanding more direct way of asses- that all sharks must move forward or die is ing each firm and individ- more myth than fact. That said, there are some ual lawyers. The Editors: sharks that must swim constantly in order to keep oxygen-rich water flowing over their gills, We expect next year to David Stuckey so there is at least some truth in the old saying. launch an annual forum [email protected] for marketeers in the CEE Radu Cotarcea It might be a bit of a cliche to make that state- legal world to come to- [email protected] ment as a start-up – but, in fact, we’re one of gether and exchange notes on common chal- the sharks that lives up to it. We started off lenges and best practices. Letters to the Editors: with a website dedicated to news about deals We day-dream of country-specific publications concluded by lawyers and senior moves in the If you like what you read in these – a Romanian Legal Matters, or a Hungarian region. A couple of months later we launched pages (or even if you don’t) we Legal Matters, or a Turkish Legal Matters, etc. a print magazine dedicated to analyzing trends really do want to hear from you. We dream of salary surveys, job portals, and in the legal industry in CEE. By the end of Please send any comments, crit- many other new tools and platforms. icisms, questions, or ideas to us Year 1 we aggregated all the client work we at: captured in the first yearly Deal List. A while And the one common point? You. From the [email protected] later, we launched the first regional General very begining our model rested on the aware- Counsel Summit. Country-focused spin-offs ness that there are a great deal of services avail- of that event were soon developed. The Deal- able to lawyers in some other markets that sim- Disclaimer: er’s Choice conference and Deal of the Year ply do not exist in CEE. We aimed, and aim, to At CEE Legal Matters, we hate boil- award were the next challenges we took on. provide an axis mundi for lawyers in the region: erplate disclaimers in small print as This year’s events, in June, in Prague, were much as you do. But we also recognize the go-to place for business intelligence, brand the importance of the “better safe than again tremendously successful. We hope you development, and networking. sorry” principle. So, while we strive for enjoy our special issue dedicated to the festiv- accuracy and hope to develop our read- ers’ trust, we nonetheless have to be ab- ities … and start making plans now to attend And if you are the focal point, it only makes solutely clear about one thing: Nothing next year’s events. sense to stop every now and then and ask di- in the CEE Legal Matters magazine or rectly: from that above list of new platforms website is meant or should be under- stood as legal advice of any kind. Read- And we’re not even close to running out of and publications, which are you most excited ers should proceed at their own risk, and by – which would you find most useful? Are any questions about legal assertions, ideas. Every week, over beers, David and I conclusions, or representations made dream up more services and products that we we missing anything critical that you would like in these pages should be directed to the see missing. from us? person or persons who made them. We’ve always tried to encourage two-way com- We believe CEE Legal Matters can We’re already planing to launch a CEE directo- serve as a useful conduit for legal ex- munication with our readers. From the very perts, and we will continue to look for ry of law firms and lawyers in the region, one first issue our contact info has been listed to ways to exapnd that service. But now, that, unlike the ranking services, will aim to be later, and for all time: We do not our- the left of this editorial slot. Use that infor- all-inclusive and link firms and lawyers to the selves claim to know or understand the mation to share your thoughts on our ideas, law as it is cited in these pages, nor do work we report on and the articles they write, we accept any responsibility for facts as hopes, and dreams. We’ll be better for it. they may be asserted. thus offering both a comprehensive map of the legal services world in CEE as well as a Radu Cotarcea

CEE Legal Matters 3 2

3 TIRANA

1 ATHENS

4

LARNACA Legal support across SEE

drakopoulos-law.com Preliminary Matters July 2018

Preliminary Matters 2 - 5

3 Editorial: A Shark Tale

On the Move:

2 Avellum and A.G.A. Partners Join Across the Wire Forces in (p 17) 6 - 29 BUCHAREST

6 Legal Ticker: Summary of Deals and Cases

16 On the Move: New Homes and Friends 3 The Buzz:

TIRANA New Law Affecting Private Companies Generates Controversy (p 20) Legal Matters 20 - 25

1 ATHENS 20 Legal Matters: The Buzz

Scaling the Summit: 4 Conferences 26 - 47 The 4th Annual CEE GC Summit (p 38) LARNACA Legal support 26 Dealer’s Choice Conference across SEE 38 Scaling the Summit: The 4th Annual CEE GC Summit

Deal of the Year Awards Banquet: Deal of the Year Awards Banquet Details and comments on the deals se- 48 - 75 lected as the Deal of the Year (p 48) and Winners drakopoulos-law.com

CEE Legal Matters 5 July 2018 Across The Wire

Across The WirE: Deals Summary

Date Firms Involved Deal/Litigation Value Country covered 22-Jun Allen & Overy; Schoenherr advised the UniCredit Group on its establishment of exclusive strategic partnerships N/A Austria Linklaters; with Allianz and Generali for the distribution of insurance products for individuals and small Schoenherr businesses in , , Croatia, the Czech Republic, , , Serbia, , and . Allianz was advised by Allen & Overy, and Generali was advised by Linklaters. 25-Jun Herbst Kinsky; Herbst Kinsky advised the owner of Sipwise GmbH on the sale of the company to Alcatel Lucent N/A Austria Jones Day Enterprises. The buyer was represented by Jones Day. 27-Jun Wolf Theiss Wolf Theiss advised Raiffeisen Centrobank Ag on the introduction of reinvesting certificates – an N/A Austria updated base prospectus for Raiffeisen Centrobank’s Structured Securities Program published on May 11, 2018. 27-Jun Binder Groesswang Binder Groesswang, working in cooperation with Veirano Advogados, advised Austria's N/A Austria Lenzing Group, a company specialized in cellulosic fibres, and Brazilian Duratex, a producer of industrialized wood panels, on their entrance into a joint venture, in order to build a single line dissolving wood pulp plant in Brazil. 29-Jun Weber & Co.; White & Case advised joint lead managers BNP Paribas, J.P. Morgan, Erste Group, ING, MUFG, EUR 500 Austria White & Case and Societe Generale Corporate & Investment Banking on a EUR 500 million hybrid bond issue million by OMV Aktiengesellschaft with an initial fixed interest rate and interest adjustment. Weber & Co. advised OMV on the deal. 3-Jul Cerha Hempel CHSH and Shearman & Sterling advised General Electric on the USD 3.25 billion sale of its USD 3.25 Austria Spiegelfeld Hlawati; Distributed Power Business unit to Austria's Advent International. The buyer was represented billion Milbank Tweed by Milbank Tweed Hadley & McCloy and Schoenherr. Hadley & McCloy; Schoenherr; Shearman & Sterling 6-Jul Binder Groesswang; Cerha Hempel Spiegelfeld Hlawati advised Graz-based disposal and recycling company N/A Austria Cerha Hempel Saubermacher AG in connection with its joint venture with French company Veolia Environment Spiegelfeld Hlawati; S.A. Veolia was represented by Binder Groesswang, with Hogan Lovells advising the company on Hogan Lovells merger approval matters. 13-Jul BPV Hugel; Schoenherr advised Starwood Capital Group on the acquisition of a 26% shareholding in CA N/A Austria Schoenherr Immobilien Anlagen AG from Immofinanz AG. BPV Hugel advised Immofinanz.

6 CEE Legal Matters Deals Summary July 2018

Date Firms Involved Deal/Litigation Value Country covered 4-Jul Jadek & Pensa; Wolf Theiss advised the Chinese home appliance producer Hisense on its takeover offer for 95% EUR 250 Austria; Wolf Theiss of the shares in Slovenian White-goods manufacturer Gorenje. Jadek & Pensa advised Gorenje million Albania; on the sale. Bulgaria; Bosnia and Herzegovina; Czech Republic; ; Romania; Serbia; Slovenia; Ukraine 3-Jul Wolf Theiss Wolf Theiss advised BMI Securities Ltd, Hong Kong as lead manager on the debut issue of an EUR 200 Austria; international bond by the Republic of Srpska of up to EUR 200,000,000, 4.75% Notes due 2023. million Bosnia and Herzegovina; Serbia 2-Jul Arnold Fellner Wratzfeld & Partner and Wolf Theiss advised the Steinhoff Group on the sale of the Kika/ N/A Austria; Rechtsanwalte; Leiner Group to Signa Holding. Arnold Rechtsanwalte advised Signa Holding on the acquisition. Croatia; Eisenberger & Kika was represented by Urbanek Lind Schmied Reisch on the sale. Eisenberger & Herzog and Czech Republic; Herzog; the London office of Milbank, Tweed, Hadley & McCloy advised a group of creditors of the seller Hungary; Fellner Wratzfeld & of Kika/Leiner's property assets in Austria and several CEE countries. Romania; Partner; Slovakia Milbank, Tweed, Hadley & Mccloy; Schoenherr; Urbanek Lind Schmied Reisch; Wolf Theiss 11-Jul CMS CMS advised Viennese car park operator Best In Parking on its launch of a debt issuance program EUR 175 Austria; of EUR 175 million through its finance company. million Croatia; Slovakia 13-Jul Brandl & Talos; Brandl & Talos and Swiss law firm Niederer Kraft Frey advised Sportradar AG and company CEO EUR 2.1 Austria; Freshfields; Carsten Koerl on the EUR 2.1 billion sale by private equity firm EQT and minority shareholders billion Linklaters; of a stake in the company to the Canada Pension Plan Investment Board and growth equity firm Niederer Kraft Frey TCV. The buyers were represented by Linklaters, while EQT was represented by Freshfields. 4-Jul Schoenherr Schoenherr represented the Republic of Moldova in front of an ICSID Tribunal, which on June 28, N/A Austria; 2018, dismissed the bulk of damages sought by a group of US investors in a claim filed against Moldova the country under the state's bilateral investment treaty with the USA. 26-Jun Act BSWW; Act BSWW and WMWP Rechtsanwalte advised YIT on the acquisition of Parkur Tower Business N/A Austria; WMWP Park from UBM plc. Poland Rechtsanwalte 26-Jun Weber & Co.; Wolf Theiss's Vienna office and Winston & Strawn's Paris office advised US automotive supplier N/A Austria; Winston & Strawn; Hendrickson on its acquisition of the U-bolt division of Frauenthal Group. Weber & Co. advised Poland Wolf Theiss Frauenthal. 4-Jul Binder Groesswang; DLA Piper advised the Haas Group, an Austrian wafer, biscuits, and confectionery production N/A Austria; Homburger; company, on the sale of the company to Switzerland's Buhler AG. The buyer was represented by Ukraine DLA Piper Binder Groesswang and Zurich-based Homburger. 25-Jun Vlasova, Mikhel & Vlasova Mikhel & Partners helped the China Development Bank set up a new representative N/A Belarus Partners office in office in Minsk. 4-Jul Motieka & Motieka & Audzevicius successfully represented the Administration of 's Plunge EUR 2.2 Belarus; Audzevicius District Municipality in a public procurement case. million Lithuania 16-Jul Allen & Overy; Linklaters advised Griffin Real Estate and Redefine on the acquisition of nine logistics properties EUR 200 Bosnia and Linklaters located in Poland for a total price of around EUR 200 million and on the financing of the transaction million Herzegovina; in the form of a new loan provided by ING Bank Slaski S.A., which was advised by Allen & Overy. Poland 26-Jun Djingov, Gouginski, DGKV advised poultry producer Gradus -1 OOD on the initial public offering of its shares on the N/A Bulgaria Kyutchukov & Bulgarian Stock Exchange. Velichkov 29-Jun Djingov, Gouginski, Djingov, Gouginski, Kyutchukov & Velichkov advised sole bookrunner and lead manager Citigroup N/A Bulgaria Kyutchukov & Global Markets Ltd. and First Financial Brokerage House Ltd. on Bulgarian Energy Holding EAD's Velichkov third Eurobond issue. 29-Jun Kambourov & Tokushev and Partners advised KBC Group’s Bulgarian subsidiaries, United Bulgarian Bank and N/A Bulgaria Partners; insurer DZI, on the acquisition of new headquarters in the Millennium Center in Sofia from Tokushev and construction company NIKMI AD. The seller was represented by Kambourov and Partners. Partners

CEE Legal Matters 7 July 2018 Across The Wire

Date Firms Involved Deal/Litigation Value Country covered 2-Jul Djingov, Gouginski, Djingov, Gouginski, Kyutchukov & Velichkov advised ContourGlobal Maritsa East 3 AD on its EUR 78.6 Bulgaria Kyutchukov & purchase of greenhouse gas emission allowances from the -based Statkraft Markets million Velichkov GmbH. 2-Jul CMS; CMS Sofia advised Ireland's Communicorp Media radio group on the sale of its radio stations N/A Bulgaria Krapov & Partners in Bulgaria to its local management team, which has created a new holding company named Fresh Media Bulgaria. Krapov & Partners advised Communicorp's local management team on the acquisition. 15-Jun CEE Attorneys CEE Attorneys helped LeaderFin s.r.o obtain a non-bank consumer credit provider license and a N/A Czech Republic listing in the Czech National Bank register of non-bank consumer credit providers. 18-Jun BPV Braun Partners BPV Braun Partners assisted PREmereni, a subsidiary of Prazske Energetika, on the purchase of N/A Czech Republic family-owned Solarinvest-Green Energy. 29-Jun CMS; CMS advised Reico on its CZK 2.3 billion acquisition of the Metronome office building in Prague CZK 2.3 Czech Republic Dentons from HB Reavis. Dentons advised HB Reavis on the sale. billion 2-Jul Glatzova & Co Glatzova & Co successfully represented WPB Capital in a dispute against the Czech National N/A Czech Republic Bank. 2-Jul Clifford Chance; Clifford Chance advised CA Immobilien Anlagen AG on its acquisition of Visionary, an A-class EUR 68 Czech Republic Dentons office building in Prague. The seller, Skanska, was represented by Dentons. million 3-Jul CMS CMS advised Wells Fargo as lead arranger, together with Credit Agricole, ING, Mizuho, EUR 1.05 Czech Republic Commerzbank, BNP Paribas, Citibank, LBBW, Standard Chartered, and First Abu Dhabi Bank, on billion a EUR 1.05 billion facility for Bank of China, Luxembourg Branch, for refinancing its existing debt and other general corporate purposes. 9-Jul White & Case White & Case advised Piraeus Bank, S.A. on the sale and transfer of a portfolio of non- EUR 385 Czech Republic performing, denounced unsecured consumer and credit cards exposures equivalent to million EUR 2.238 billion total legal claims or EUR 385 million on-balance sheet gross book value to APS Investments S.a.r.l. 22-Jun Baker McKenzie; Cobalt and Baker McKenzie advised on the initial public offering of the shares of Estonian state- N/A Estonia Cobalt owned company AS Tallinna Sadam, the Port of Tallinn. 25-Jun Ellex (Raidla) Ellex Raidla advised European Lingerie Group AB in the acquisition of French online lingerie seller N/A Estonia Dessus-Dessous. 27-Jun Leppik & Partnerid; Sorainen advised Estonian e-cigarette seller Nicorex Baltic, which – together with retailer N/A Estonia Sorainen Veipland – acquired competitor the Elgery Group. Leppik & Partnerid advised the Elgery Group on the transaction. 5-Jul Cobalt Cobalt successfully represented AS Ragn-Sells in a dispute against the City of Tallinn. The N/A Estonia case involved the unlawful activities of the city in the waste transport area of Tallinn’s Kesklinn borough. 10-Jul Cobalt Cobalt advised Karma Ventures on its investment in MeetFrank, a recruitment startup founded EUR 1 Estonia in September 2017. million 16-Jul Cobalt Cobalt Estonia successfully represented the Port of Tallinn in a dispute against Vesta Terminal N/A Estonia Tallinn OU. 12-Jul Cobalt Cobalt advised Luminor on its successful application to the European Central Bank for N/A Estonia; permission to merge all its banks in the Baltics. ; Lithuania 10-Jul Cobalt; Cobalt advised MyInvest Estonia on its sale of the Bauhof hardware store chain to Lithuanian N/A Estonia; TGS Baltic hardware store chain Ermitazas, a subsidiary of the Vilniaus Prekyba Group. Lithuania 18-Jun Karatzas & Partners Karatzas & Partners advised B2Holding on its acquisition of a portfolio of under-performing and EUR 3.6 Greece non-performing consumer and small business loans worth EUR 3.6 billion from Alpha Bank. billion 19-Jun Karatzas & Partners; Karatzas & Partners advised Bain Capital on the acquisition of a secured corporate NPE portfolio EUR 1.95 Greece Zepos & from Piraeus Bank equivalent to EUR 1.95 million of legal claims or EUR 1.45 million gross book million Yannopoulos value. Piraeus Bank was advised by Zepos & Yannopoulos. 5-Jul Oppenheim; Oppenheim advised Triuva on the sale of the Infopark D Office Building in the South Buda area N/A Hungary Szecsenyi & Partners of the Hungarian capital to property development and investment company Wing Zrt. The buyer was represented by Szecsenyi and Partners. 9-Jul Dentons The Budapest office of Dentons advised ARX Equity Partners on the acquisition of a majority N/A Hungary stake in TMX Mobile Solutions from Kekbegy Property Kft. Solo practitioner Ivan Varga advised Kekbegy Property. 20-Jun Fort Legal Fort Legal helped Latvia's Cabinet of Ministers win in legal proceedings concerning the layout of N/A Latvia the Rail Baltica route in Latvia. 26-Jun BDO Law BDO Law won a tender for the legal due diligence of lease agreements between Latvia's N/A Latvia state-owned joint stock company State Real Estate and Latvian state authorities and private individuals.

8 CEE Legal Matters Deals Summary July 2018

Date Firms Involved Deal/Litigation Value Country covered 2-Jul Allen & Overy; Cobalt and Clifford Chance's London office advised J.P. Morgan, Citigroup Global Markets EUR 650 Latvia Clifford Chance; Limited, and Natixis as the joint lead managers on an issue of dual-tranche Eurobonds by the million Cobalt Republic of Latvia in a total amount of EUR 650 million. Allen & Overy advised the Republic of Latvia on the deal. 4-Jul Cobalt Cobalt advised Storent Investments AS on the issuance of EUR 10 million bonds and the listing of 10 million Latvia the bonds on the Baltic Bond List of Nasdaq Riga. 16-Jul Ellex (Klavins); Ellex Klavins represented commercial real estate fund SG Capital Partners Fund I on the N/A Latvia Vilgerts acquisition of the Duntes Nami office building in Riga from East Capital Baltic Property Fund AB. The seller was advised by Vilgerts. 16-Jul BDO law BDO Law successfully assisted the Akers VKS ventilation and conditioning systems company in N/A Latvia a lawsuit against Euro Luxe Trading Latvia, the developer of the Vernisaza recreational complex, which had refused to pay Akers for construction work it had performed. 17-Jul Ellex (Klavins); Ellex Klavins advised Baltic Horizon Fund on the acquisition of the LNK Center office building EUR 17 Latvia Fort Legal from SIA LNK Properties and SIA FIN.LV. The sellers were advised by Fort Legal. million 15-Jun CEE Attorneys; The office of CEE Attorneys advised a shareholder on the sale of his shares in N/A Lithuania Magnusson OrtopedijosTechnika, a manufacturer of orthopedic products in the Baltic States, to Ortofina, another shareholder, which was advised by Magnusson. 18-Jun Cobalt; Sorainen advised real estate management and development company MG Valda on the sale of N/A Lithuania Sorainen the Verslo Trikampis business complex. The buyer, real estate fund LIM Verslo Trikampio NT Fondas, controlled by fund management company Lewben Investment Management (which in turn is owned by the Lewben Group), was represented by Cobalt. 19-Jun Ellex (Valiunas) Ellex Valiunas assisted Swedbank in the Lithuanian Competition Authority's investigation of N/A Lithuania charges that Swedbank had abused its dominant position by including certain provisions in Bank Link service agreements concluded with undertakings providing online payment collection services to e-shops. 20-Jun Cobalt; Cobalt and Sorainen advised NEPI Rockcastle on its acquisition of 100% of shares in JSC Ozantis EUR 124.6 Lithuania Ellex (Valiunas); from Arena Zweite Verwaltungs GmbH, a company in the Hamburg-based ECE group. Ellex million Sorainen advised Arena Zweite Verwaltungs on the sale. 26-Jun Sorainen; TGS Baltic advised Koinvesticinis Fondas on an investment of over EUR 300,000 in Millo EUR Lithuania TGS Baltic; Appliances, a start-up represented by Triniti. SBA, a business group from Lithuania, also invested 300,000 Triniti in the start-up. SBA was represented by Sorainen. 26-Jun Sorainen Sorainen advised Esco Micro on its acquisition of AT Medical. N/A Lithuania 3-Jul Cobalt Cobalt helped Kevin EU, UAB obtain a license as a payment institution from the Bank of Lithuania. N/A Lithuania 11-Jul Ellex (Valiunas) The Vilnius office of Ellex advised Bazaarvoice on its lease of space in the Technopolis Penta N/A Lithuania business center in Vilnius. 16-Jul Motieka & Motieka & Audzevicius successfully represented flyLAL in a dispute against Air Baltic Corporation N/A Lithuania Audzevicius involving private competition enforcement in Lithuania. 17-Jul Clifford Chance; TGS Baltic, working in cooperation with Dentons’ UK and Middle East offices, advised UAB EUR 300 Lithuania Dentons; Lietuvos Energija in approving a medium term note program upsized to EUR 1.5 billion, and million Ellex (Valiunas); issuing a EUR 300 million bond issue under the same program. Banking groups BNP Paribas, J.P. TGS Baltic Morgan, and SEB Bank acted as intermediaries for placement of the issue. BNP Paribas and SEB were represented by Ellex Valiunas, while J.P. Morgan was advised by Clifford Chance. 14-Jun Dentons; Dentons advised Peakside Capital on the sale of the Atrium Centrum and Atrium Plaza office N/A Poland Linklaters buildings in Warsaw to the CPI Property Group. Linklaters advised the buyers on the deal. 15-Jun CMS; CMS advised insurance company Generali on the acquisition of entities from the Concordia N/A Poland DLA Piper Ubezpieczenia Group, which reportedly was represented by DLA Piper. 20-Jun Kondracki & Celej; Orrick and Kondracki & Celej advised Poland's Black Pearls VC on the investment of PLN 2.94 EUR Poland Orrick million (EUR 700,000) by its Black Pearls VC II Fund into cloud-based Insurtech Insly, part of 700,000 Insly's seed round. 25-Jun Dentons Dentons advised mBank S.A. on matters related to the establishment of its EMTN Program and N/A Poland preparation of the bond issue prospectus. 27-Jun White & Case White & Case advised Goldman Sachs International and Trigon Dom Maklerski S.A. on the USD 171 Poland acquisition of 4.4 percent of the shares in Cyfrowy Polsat S.A. from Sensor Overseas Limited. million 28-Jun SSW Pragmatic SSW Pragmatic Solutions advised T-Bull, a company that produces, designs, and distributes N/A Poland Solutions games for mobile devices, on approval of its prospectus by Poland's Financial Supervisory Authority. 28-Jun White & Case White & Case advised global coordinator and book-runner Bank Zachodni WBK S.A. on the issue EUR 450 Poland of 286,624,204 new shares in Globalworth Poland Real Estate N.V., part of a private issue with a million total value of EUR 450 million.

CEE Legal Matters 9 July 2018 Across The Wire

Date Firms Involved Deal/Litigation Value Country covered 29-Jun DeBenedetti Hogan Lovells advised the Gothaer Group on the sale of its Polish subsidiary, Gothaer N/A Poland Majewski Szczesniak; Towarzystwo Ubezpieczen, to the Vienna Insurance Group. DeBenedetti Majewski Szczesniak Hogan Lovells advised Vienna Insurance Group on the deal. 29-Jun Greenberg Traurig Greenberg Traurig advised Fabryka PZO sp. z o.o, a subsidiary of Soho Development S.A., on the N/A Poland sale of a property consisting of over 10,000 square meters that was part of the former Polish Optical Industries factory in Warsaw. 29-Jun Greenberg Traurig The Warsaw office of Greenberg Traurig advised Invesco Real Estate on the sale of E-Commerce N/A Poland Centre – a logistics center in northern Poland – to Vestas Investment Management. 3-Jul CMS CMS Warsaw advised Phillips Industries on its purchase of Fortech, a Polish manufacturer of N/A Poland high-quality electrical connections for trucks and cars. 6-Jul Act BSWW; Act BSWW Poland advised Comp S.A. on the sale of 100% shares in PayTel S.A. to Portuguese N/A Poland DLA Piper company Sibs-SGPS S.A. DLA Piper advised Sibs-SGPS on the acquisition. 9-Jul Kondrat & Partners Kondrat & Partners successfully acquired protection for the trademark of the color violet in the N/A Poland Polish Patent Office for Polish mobile operator PLAY Exclusive. 10-Jul Allen & Overy; The Warsaw office of Hogan Lovells advised Cinema3D S.A. on the sale of its portfolio of sites in N/A Poland Hogan Lovells Poland to Vue International. Allen & Overy advised Vue International on the acquisition. 10-Jul Linklaters Linklaters Warsaw advised the participants in the Resi4Rent joint venture on their establishment N/A Poland and execution of Resi4Rent, which is described as "the first fully integrated investor, operator and asset manager for purpose-built residential communities in Poland." 13-Jul Greenberg Traurig Greenberg Traurig’s Warsaw office advised Polish television broadcaster Telewizja Polsat on its N/A Poland purchase of a majority stake in Eleven Sports Network sp. z o.o. and entrance into a strategic relationship with Eleven Sports Network Ltd. 13-Jul Noerr A German-Polish team from Noerr advised the Schwarz Group on the takeover by its GreenCycle N/A Poland affiliate of the Tonsmeier group of companies in Germany. 16-Jul Gessel; Linklaters advised Triton Partners and Flokk Group on the acquisition of Profim sp. z o.o. from N/A Poland Greenberg Traurig; Innova Capital. Greenberg Traurig advised Innova Capital on the acquisition, and Gessel advised Linklaters Profim and its shareholders. 16-Jul Dentons; Linklaters advised Globalworth on its acquisition of Warsaw's Spektrum Tower from Europa EUR 101 Poland Linklaters Capital. Dentons advised Europa Capital on the deal. million 18-Jun CMS; Noerr advised Germany's Messer group on its take-over of the Buse Gaz company, which N/A Romania Noerr provides delivery services for industrial gases in Romania. Buse Gaz was represented by CMS Romania. 20-Jun Kinstellar; Kinstellar advised Ballymore Group, an Ireland-based international property development N/A Romania RTPR Allen & Overy company, on the sale of property to Mitiska REIM. The buyer was represented by RTPR Allen & Overy. 21-Jun Popovici Nitu Stoica Schoenherr assisted AkzoNobel on its acquisition of 100% of the shares of Fabryo Corporation N/A Romania & Asociatii; S.R.L., a decorative paints company. The seller, Oresa Ventures, was assisted by Popovici Nitu Schoenherr Stoica & Asociatii. 21-Jun Kinstellar; PNSA advised Swiss grain and fertilizer trader Ameropa on the acquisition of 40% of the shares N/A Romania Popovici Nitu Stoica of agribusiness companies Promat Comimpex and Agroind Cauaceu, two distributors of & Asociatii agricultural inputs and outputs in the northern part of Romania. The sellers, Cristian Moldovan and Dan Corbut, were represented by Kinstellar. 25-Jun Popovici Nitu Stoica Tuca Zbarcea & Asociatii advised Speedwell Real Estate Development on its acquisition of two N/A Romania & Asociatii; plots of land from Austrian real estate investor Immofinanz, which was represented by Popovici Tuca Zbarcea & Nitu Stoica & Asociatii. Asociatii 28-Jun Musat & Asociatii Musat & Asociatii successfully represented Romania's Vasile Alecsandri Cultural and Scientific N/A Romania Society and the Ministry of Culture and National Identity in a dispute involving the classification of the Vasile Alecsandri Memorial House in Bacau as a historical monument. 29-Jun Kinstellar Kinstellar advised US-based Idera Inc. on its acquisition of Froala Labs, a Romanian start-up N/A Romania which develops tools for web and mobile app programmers. 2-Jul Kinstellar Kinstellar and Sidley Austin advised Pandora Media Inc. on its EUR 145 million acquisition of EUR 145 Romania AdsWizz Inc., a digital audio ad tech firm. million 2-Jul Kinstellar Kinstellar advised the shareholders of Promat Comimpex and Agroind Cauaceu, two agribusiness N/A Romania companies in Romania, on the sale of 40% of their shares to Ameropa, a Swiss grain and fertilizer trader. 3-Jul Nestor Nestor Nestor Nestor Diculescu Kingston Petersen assisted AFI Europe with the acquisition of 43,000 N/A Romania Diculescu Kingston square meters of land close to Bucharest's AFI Park office development and shopping mall from Petersen New Century Holdings.

10 CEE Legal Matters Deals Summary July 2018

Date Firms Involved Deal/Litigation Value Country covered 5-Jul Clifford Chance Clifford Chance Badea secured a favorable decision for Pfizer in relation with the claim of a N/A Romania pharmaceutical company concerning the Romanian Ministry of Health's public acquisition procedure of 13-valent pneumococcal conjugate vaccine. 5-Jul Tuca Zbarcea & Tuca Zbarcea & Asociatii advised Ringier Sportal, a joint venture of Ringier Romania and N/A Romania Asociatii Bulgaria's Sportal Media Group, on the acquisition of Romanian sports brand Gazeta Sporturilor and its online platform. 9-Jul Allen & Overy; The Bucharest office of Wolf Theiss assisted BT Investments with the sale of 100% shares of N/A Romania Wolf Theiss BT Operational Leasing to Autonom Services and Autonom International. RTPR Allen & Overy advised both Autonom Group companies in the acquisition. 12-Jul Tuca Zbarcea & Tuca Zbarcea & Asociatii advised ENGIE Romania on the acquisition of 60% of Flashnet. N/A Romania Asociatii 12-Jul Popovici Nitu Stoica Popovici Nitu Stoica & Asociatii advised Swietelsky Romania on its successful tender for a public N/A Romania & Asociatii procurement contract involving the “Rehabilitation of the Pedestrian Tunnel, Railway Platforms and Coverings, Water-Sewage Networks for the Sibiu Station” by Romania's National Railroad Company. 13-Jul Allen & Overy; RTPR Allen & Overy advised Pet Product shareholder Cristian Pop on the sale of his company to N/A Romania Baker McKenzie; Rohatyn Group. The buyer was represented by Baker McKenzie and Tuca Zbarcea & Asociatii. Tuca Zbarcea & Asociatii 16-Jul Popovici Nitu Stoica PNSA advised Medicover on the acquisition of Romania's Academica Medical Center. N/A Romania & Asociatii 26-Jun Bryan Cave Leighton Bryan Cave Leighton Paisner advised MasterCard Member Association on its launch of a new N/A Russia Paisner service, consisting of simultaneous cash-out with POS payment by bank card at shop tills, tentatively named “Cash-Out” or “Purchase with Cash Back” on the Russian market. 4-Jul Egorov, Puginski, Egorov, Puginski, Afanasiev & Partners, Macfarlanes, and Maitland Chambers successfully N/A Russia Afanasiev & Partners, represented UC Rusal in a dispute involving the sale of Norilsk Nickel shares by Roman Macfarlanes; Abramovich’s Crispian Investments to Vladimir Potanin’s Whiteleave Holdings. Maitland Chambers 10-Jul Dentons; White & Case advised a group of 13 international banks coordinated by UniCredit Bank and USD 820 Russia White & case Raiffeisenbank on a new USD 820 million unsecured finance facility provided to EuroChem million Group AG, a mineral fertilizer producer company. Dentons advised the EuroChem Group on the transaction. 11-Jul Maxima Legal Maxima Legal advised financial blockchain platform Zodiaq on its initial coin offering. N/A Russia 13-Jul White & Case White & Case advised Baltic Gas Chemical on the construction of a methanol plant project in N/A Russia Ust-Luga, an industrial port in Russia's Leningrad region. 16-Jul Egorov Puginsky The St. Petersburg office of Egorov Puginsky Afanasiev & Partners successfully defended the N/A Russia Afanasiev & Partners interests of Russian airline Aviastar-TU in a long-running dispute regarding an aircraft engine maintenance contract. 2-Jul Karanovic & Nikolic Karanovic & Nikolic advised ZF Friedrichshafen AG on the opening of an electric vehicle parts EUR 100 Serbia factory in Pancevo, Serbia, with an investment planned to amount over EUR 100 million. million 18-Jun Gessel; Schoenherr, working alongside lead counsel Gessel, advised Adria Tehnika on the establishment N/A Slovenia Schoenherr of a strategic Partnership with Czech investment firm Hartenberg Holding. 16-Jul Rojs, Peljhan, Selih & Partners advised Slovenia's NLB banking and finance group on a long-term syndicated USD 102 Slovenia Prelesnik & Partners; loan of USD 72 million and a mid-term revolving facility of EUR 30 million extended by a million Selih & Partners consortium of banks which it belongs to to the Interblock Group. Rojs, Peljhan, Prelesnik & Partners advised Interblock on the deal. 15-Jun Arikan Law; Paksoy advised Turkish energy company Enerjisa on its acquisition of a majority stake in Esarj, N/A Paksoy a company operating in the electric vehicle charging station sales and installation sectors. Esarj was represented by Arikan Law. 15-Jun Linklaters; Linklaters and Paksoy advised Turkey’s Garanti Bank on its issue of USD 75 million of so-called USD 75 Turkey Paksoy "gender bonds," focused on financing small enterprises and companies owned or managed by million women in Turkey. 27-Jun Cakmak Cakmak represented the shareholders of Erg-Verbund Elektrik, the owner of the operational USD 200 Turkey rights of Turkey's Afsin Elbistan (A) Thermal Power Plant, on the USD 200 million sale of all its million shares to Celikler Group. 14-Jun Kinstellar Kinstellar helped the MET Group obtain merger control and concerted practices clearances from N/A Ukraine the Antimonopoly Committee of Ukraine for its acquisition of 98.99% of the registered capital and voting rights in the Hungarian company Tigaz Zrt from Italian oil & gas company Eni. 15-Jun AGA Partners AGA Partners agreed to represent Danyil Boldyrev, the world champion and record-holder in N/A Ukraine high-speed climbing, within the framework of the "Legal Aid to Sport in Ukraine" project.

CEE Legal Matters 11 July 2018 Across The Wire

Date Firms Involved Deal/Litigation Value Country covered 15-Jun Aequo Aequo advised the EBRD on Ukrainian law matters associated with the acquisition of its N/A Ukraine borrower, Ergopack LLC, by the Sarantis Group. 21-Jun CMS CMS advised Scatec Solar ASA, a Norway-based solar power producer, on securing two solar N/A Ukraine projects in the Cherkassy region of Ukraine. 21-Jun Aequo Aequo represented Kreditanstalt fur Wiederaufbau, a German government-owned development USD 17 Ukraine bank, on Ukrainian law matters related to a financing extension provided to OTP Leasing LLC, a million Ukrainian leasing company. 21-Jun Vasil Kisil & Partners Vasil Kisil & Partners advised on obtaining a lease for a new store in Dnipropetrovsk, N/A Ukraine Ukraine. 26-Jun Asters Asters acted as Ukrainian law counsel to the IFC on its USD 30 million loan to Ukrainian agriculture USD 30 Ukraine producer Astarta. million 26-Jun Asters Asters advised the IFC on a loan to Ukrainian pork producer Nyva Pereyaslavshchyny. USD 12.5 Ukraine million 27-Jun Asters Asters advised the IFC on a USD 17 million loan to Agrofusion. USD 17 Ukraine million 29-Jun Axon Partners Axon Partners advised Money Token on its Initial Coin Offering. USD 37 Ukraine million 3-Jul Vasil Kisil & Partners Vasil Kisil & Partners advised LNZ Group on the purchase of 100% of Shpola-Agro Industry LLC. N/A Ukraine EY Law advised Shpola-Agro Industry on the transaction. 4-Jul Dentons; Everlegal advised UDP Renewables on the sale of solar power plants under development in the N/A Ukraine Everlegal Kyiv region to Acciona Energy. Dentons advised the buyers on the acquisition. 4-Jul Dentons Dentons advised Danish company Better Energy A/S and the Northern Environmental Financial N/A Ukraine Corporation in connection with the construction of a 19 MW solar park in Western Ukraine. 4-Jul Asters Asters advised Industrial Media Network PrJSC, a provider of telecommunication services in N/A Ukraine Ukraine, in connection with an intra-group loan restructuring via a debt-to-equity swap. 4-Jul Integrites Integrites successfully represented Ukrainian insurance company Euroins Ukraine in a dispute N/A Ukraine involving the company's former minority shareholder and senior manager, who was challenging corporate resolutions adopted by Euroins Ukraine’s shareholders. 9-Jul Asters Asters successfully defended JSC CB PrivatBank in the Cassation Commercial Court UAH 5.72 Ukraine within the Supreme Court of Ukraine in disputes against Agroterminal Logistic and PJSC billion Pivdenmedbiosintez Design and Search Institute. 13-Jul Ilyashev & Partners Ilyashev & Partners successfully defended the interests of Swisspan Limited in an antidumping N/A Ukraine investigation related to the imports of carbamide-formaldehyde products from the Russian Federation into Ukraine. 16-Jul Sayenko Kharenko Sayenko Kharenko advised Glenalta S.p.A on its merger with CFT S.p.A, the parent company of N/A Ukraine CFT Group, a manufacturer of food processing and packaging machines. 17-Jul CMS CMS in Kyiv advised the EBRD on a EUR 13 million loan to the communal enterprise Mariupolske EUR 13 Ukraine Tramvaino-Troleybusne Upravlinnya. million 18-May Brockhuis Jurczak Brockhuis Jurczak Prusak Sroka Nilsson advised Schnee Polska Sp. z o.o. on the construction of EUR 15 Poland Prusak Sroka Nilsson a manufacturing plant in Sieradz, Poland, on the territory of the Lodz Special Economic Zone. million 18-May Kwasnicki, Wrobel & RKKW Kwasnicki, Wrobel & Partners successfully represented Emperia Holding SA in proceedings N/A Poland Partners initiated by minority shareholder Eurocash contesting a resolution relating to a change of one of the provisions of its articles of incorporation. 21-May Act (BSWW) Act BSWW advised GPRE Management Sp. z o.o., on the process of preparing and negotiating N/A Poland agreements related to the implementation of SAP Business One software. 20-Apr CMS CMS advised ING in connection with a USD 30 million loan to the Astarta Group, a sugar and USD 30 Poland; agricultural production and an industrial milk producer company in Ukraine, for its export million Ukraine operations. 22-Mar Musat & Asociatii The criminal law team of Musat & Asociatii won a case before Romania’s High Court of Cassation N/A Romania and Justice involving client Ludovic Orban, the chairman of the main opposition party, who had been accused of using his influence to obtain undue advantage by the Romanian National Anticorruption Directorate. 26-Mar Suciu Popa Suciu Popa successfully represented Hidroelectrica, an electricity production and technological EUR 2 Romania services provider in Romania, in two complex court cases involving claims of over EUR 2 million million made by an equipment provider. 26-Mar Allen & Overy; PeliFilip assisted the majority shareholder of the Romanian companies EcoPack and Ecopaper N/A Romania Pelifilip with the sale of its shares to the British group DS Smith. Allen & Overy advised DS Smith on the deal.

12 CEE Legal Matters Deals Summary July 2018

Date Firms Involved Deal/Litigation Value Country covered 29-Mar Popovici Nitu & Popovici Nitu & Asociatii Stoica provided legal advice to a nature documentary movie project N/A Romania Asociatii Stoica named "Untamed Romania," which had its Romanian premiere at the Bucharest National Theater on March 21, 2018. 5-Apr Mitel & Partners; Reff & Associate –July 2018 the Romanian office of Deloitte Legal –July 2018 advised the N/A Romania Reff & Associates Halewood Group on the sale of its wine production and distribution operations to the Alexandrion Group. Alexandrion was advised by Mitel & Partners. 11-Apr Suciu Popa Suciu Popa successfully represented Monsson Trading in enforcement proceedings against the N/A Romania ING Bank. 13-Apr Nestor Nestor Nestor Nestor Diculescu Kingston Petersen represented Azomures, a Romanian fertilizer EUR 15 Romania Diculescu Kingston producer, in a commercial dispute against private railway company Grup Feroviar Roman. million Petersen 24-Apr Allen & Overy RTPR Allen & Overy advised a syndicate of banks made up of ING Bank N.V., Banca Comerciala USD 360 Romania Romana, Raiffeisen Bank SA, and UniCredit Bank SA in relation to a credit facility of USD 360 million million granted to KMG International. 2-May Tuca Zbarcea & Tuca Zbarcea & Asociatii advised Peeraj Brands International on the EUR 33 million sale of a EUR 33 Romania Asociatii 100% stake in Shoe Express S.A. to Polish footwear retailer CCC. million 2-May CEE Attorneys CEE Attorneys advised venture capital fund Sparking Capital in signing a seed investment N/A Romania contract with Romanian toy company Evertoys. 9-May Allen & Overy; RTPR Allen & Overy advised Autonom Services on the acquisition of BT Operational Leasing, n/a Romania Wolf Theiss an operational leasing company currently owned by the Banca Transilvania Group. BT was represented by Wolf Theiss. 18-May Deloitte Legal; Reff & Associates –July 2018 the Bulgarian member of Deloitte Legal –July 2018 advised MAS EUR 95 Romania Kinstellar; Real Estate on its acquisition of the Militari Shopping Center in Bucharest from Atrium European million Reff & Associates Real Estate. Atrium was advised by Kinstellar Romania. 21-Mar Goltsblat BLP; Goltsblat BLP advised Otkrytaya Mobilnaya Pltaforma LLC and RUSINTEH on the sale of 75% of N/A Russia White & Case shares of Otkrytaya Mobilnaya Pltaforma and 75% of shares of Vatron LLC respectively to PJSC Rostelecom. Rostelecom was advised by White & Case’s Moscow office. 17-Apr Pepeliaev Group The Pepeliaev Group won three tenders to provide Gazprom PJSC general legal and consulting N/A Russia services, audits in relation to taxes and social security contributions, and representation before state and judicial authorities. 4-May Bryan Cave Leighton Bryan Cave Leighton Paisner successfully represented mobile operator VimpelCom in a dispute N/A Russia Paisner with the Russian Federal Antimonopoly Service over changes to B2B SMS service tariffs. 8-May Egorov Puginsky Egorov Puginsky Afanasiev & Partners represented publicly owned joint-stock company N/A Russia Afanasiev & Partners Alviz, subsidiary to the Beluga Group, in an intellectual property rights dispute against LLC Shampanskiye Vina. 14-May Bryan Cave Leighton Bryan Cave Leighton Paisner represented the interests of Double LLC in a dispute with the social N/A Russia Paisner; network VKontakte over the use of open data from a social network. VKontakte was represented S & K Vertical by S&K Vertical. 15-May White & Case White & Case advised VTB Bank on a secured term loan provided to Russian retail chain PJSC N/A Russia M.video for the acquisition of shares in Russian retail chain Eldorado. 13-Apr Cleary Gottlieb Steen Sayenko Kharenko acted as Ukrainian legal counsel to Anheuser-Busch InBev S.A./N.V., and N/A Russia; & Hamilton; SUN InBev Ukraine in relation to the combination of the Russian and Ukrainian businesses Ukraine Norton Rose and assets of AB InBev and Anadolu Efes Biracilik ve Malt Sanayii AS and the creation of a joint Fulbright; venture. Cleary Gottlieb Steen & Hamilton acted as AB InBev’s Global Counsel, while Efes was Sayenko Kharenko represented by Norton Rose Fulbright. 11-Apr Zivkovic Samardzic Zivkovic Samardzic successfully represented Titan, an international cement and building N/A Serbia materials producing group headquartered in Athens, in a dispute with former minority shareholders of Cementara Kosjeric, the group’s Serbian subsidiary, relating to the 2009 squeeze-out of minority shareholders. 11-Apr BDK Advokati BDK Advokati assisted India's Tractors and Farm Equipment tractor producer on the acquisition N/A Serbia of the assets of IMT Beograd –July 2018 including the trademarks and the location for the development of a new production plant –July 2018 in bankruptcy. 18-Apr BDK Advokati BDK Advokati represented journalist Slobodan Georgiev in a case against the publisher and the N/A Serbia editor-in-chief of the Informer, a daily Serbian newspaper. 24-Apr Harrisons Harrisons provided Serbian legal advice and Norton Rose Fulbright provided English law advice to N/A Serbia the EBRD in relation to an Issuing Bank Agreement and Revolving Credit Agreement with Addiko Bank ad Beograd. 24-Apr JPM Jankovic JPM advised Raiden Resourced Limited, a publicly listed Australian mining company, on the N/A Serbia Popovic Mitic process of raising additional funds to explore and develop its future mining projects through the acquisition of Australia’s Timok Resources –July 2018 the parent company of Serbian companies Kingstown Resources and Skarnore Resources. Australian law firm Bellanhouse advised Raiden Resourced Limited on Australian aspects of the deal.

CEE Legal Matters 13 July 2018 Across The Wire

Date Firms Involved Deal/Litigation Value Country covered 3-May Zivkovic Samardzic Zivkovic Samardzic advised the joint-stock public company that owns and operates the N/A Serbia Belgrade Nikola Tesla Airport on its share capital increase through contribution of 28 real estate properties owned by its majority shareholder, the Republic of Serbia. 8-May Bojovic & Partners Bojovic & Partners provided local merger clearance assistance to Nestle with regards to the USD USD 2.8 Serbia 2.8 billion cash sale of its US confectionary business to Ferrero. Davis Polk and Wardwell served million as advisors to Ferrero. 9-May Bojovic & Partners Bojovic & Partners advised Nestle on the sale of its local confectionary brand, CIPIRIPI, to N/A Serbia Paracinka AD, a member of the Silbo distribution group. 22-Mar Eisenberger & Eisenberger & Herzog and Noerr Bratislava advised Vienna House on the March 1, 2018 N/A Slovakia Herzog; acquisition of Vienna House Easy Bratislava as part of an asset deal from Strabag Real Estate Havel & Partners; GmbH, which was advised by Havel & Partners. Noerr 28-Mar Wilsons Wilsons represented Reico in its CZK 990 million acquisition of a newly built logistics park in CZK 990 Slovakia Dubnica nad Vahom, Slovakia, from Invest4See. million 28-Mar JSK; JSK advised Cemex on the sale of its Slovak subsidiaries, Kamenolomy CMX s.r.o. and Cemex N/A Slovakia Vanko & Vankova Aggregates Slovakia s.r.o., to CEMMAC a.s. The buyer was represented by Vanko & Vankova. 3-Apr Allen & Overy Allen & Overy advised Slovak Investment Holding, a.s. on its subscription as a lead investor in N/A Slovakia a Round B share offering for new shares in GA Drilling a.s., a company based in Slovakia that develops technology for well drilling. 28-Mar Schoenherr Schoenherr advised Adriaplin d.o.o., the Slovenian subsidiary of Eni S.p.A., on its acquisition N/A Slovenia of Mestni Plinovodi d.o.o., a natural gas distribution network operator and gas supplier, from a consortium of sellers consisting of gas distributors Ireti and ACSM-AGAM from and Istrabenz Plini from Slovenia. The sellers' advisor was Bettini Formigaro Pericu. 30-Mar Herbert Smith Paksoy and Herbert Smith Freehills advised the underwriters on the IPO and listing on Borsa N/A Turkey Freehills; Istanbul of Enerjisa Enerji A.S. White & Case acted as legal advisor to the issuer as to American Gkc Partners; and English law, while GKC Partners advised on Turkish law. Paksoy; White & Case 6-Apr Paksoy Paksoy advised the Akfen Group on agreements to construct and service four wind farms with a N/A Turkey total capacity of 242 MW in the Turkish cities of Canakkale and Denizli. 9-Apr Cleary Gottlieb Steen Turunc and Cleary Gottlieb Steen & Hamilton advised worldwide automotive supplier Valeo on N/A Turkey & Hamilton; the sale of its passive hydraulic actuation division to Raicam, executed to obtain regulatory Turunc clearance for Valeo's planned takeover of German clutch manufacturer FTE. Italy's Studio Legale Gullo & Associati advised the buyers. 16-Apr Dentons (BASEAK) BASEAK and Dentons advised Akbank subsidiary Arts Limited on its securitization program. N/A Turkey 16-Apr Dentons (BASEAK) BASEAK and Dentons advised Entek Elektrik Uretimi A.S., a subsidiary of Koc Holding, on USD 375 Turkey its acquisition of the Menzelet and Kilavuzlu hydropower plants from Turkey's Privatization million Administration. The lenders of the project, a syndicate of Turkish and international commercial banks and the EBRD, were represented by Clifford Chance and Yegin Ciftci Attorney Partnership. 17-Apr Dentons (BASEAK) BASEAK advised Tiryaki Agro Gida Sanayi ve Ticaret A.S., a Turkish agricultural products USD 65 Turkey exporter, on a long-term loan facility of USD 65 million, extended by a syndicate led by Dutch million development bank, FMO, the EBRD, and Proparco, which were advised by Hogan Lovells. 26-Apr Dentons (BASEAK) Balcioglu Selcuk Akman Keki Attorney Partnership and Dentons advised Isdemir, a member of N/A Turkey the Oyak Mining Metallurgy Group, on the incorporation of a joint venture with Linde Group, to build a new air separation unit at the Iskenderun premises of Isdemir. 17-May Paksoy Paksoy advised Doktas Metal on the sale of 93.57% shares of Turkish automotive manufacturer N/A Turkey Doktas Dokumculuk to Celik Holding. 17-May Paksoy Paksoy advised CS Wind, a wind tower manufacturer headquartered in South Korea, on its N/A Turkey purchase of 100% shareholding in Ege Tower. 17-May Paksoy Paksoy advised 's Nippon Yusen on the formation of a joint venture with Oyak, the Turkish USD 110 Turkey military's pension fund, to build a port in northwest Turkey. million 22-Mar Aequo Aequo represented Dragon Capital before the National Council of Television and Radio N/A Ukraine Broadcasting of Ukraine regarding its acquisition of Radio-Era TRC, the first nationwide radio station in Ukraine. 22-Mar Sayenko Kharenko; Sayenko Kharenko acted as Ukrainian legal counsel to Ukreximbank, the state-owned Export- USD 150 Ukraine White & Case Import Bank of Ukraine, in connection with UAH 4.051 billion (approximately USD 150 million), million 16.5% loan participation notes due 2021. On English law, Ukreximbank was advised by White & Case. The joint lead managers for the issue, Citigroup Global Markets Limited and J.P. Morgan Securities, were advised on Ukrainian law by Avellum and on English law by Latham & Watkins. 23-Mar CMS CMS advised ING Bank N.V. as mandated lead arranger and bookrunner on a USD 80 million pre- USD 80 Ukraine export finance facility to Vioil – one of the largest producers of vegetable oils in Ukraine. million

14 CEE Legal Matters Deals Summary July 2018

Date Firms Involved Deal/Litigation Value Country covered 26-Mar Vasil Kisil & Partners Vasil Kisil & Partners advised Corteva Agriscience, an agricultural division of DowDuPont, on N/A Ukraine signing a cooperation memorandum with the Poltava Regional State Administration to develop road infrastructure in the Dykanka district of Central Ukraine. 26-Mar Baker Mckenzie Baker McKenzie advised Phoenix-Capital LLC on the multi-tiered sale of the Victoria Gardens N/A Ukraine shopping center to Dragon Capital. 28-Mar Spenser & Kauffmann Spenser & Kauffmann represented the PJSC Trade Alliance, a wholesale operator, in a dispute UAH 6 Ukraine over a UAH 6 million VAT budget refund with the Large Taxpayers Office of the State Fiscal million Service of Ukraine in the District Administrative Court of Kyiv and before the Court of Appeal. 5-Apr Sayenko Kharenko Sayenko Kharenko represented the interests of the DF Group companies, including JSC N/A Ukraine Azot, PJSC Severodonetsk Azot Association, PJSC Rovnoazot, and PJSC Concern Stirol, on an interim review of anti-dumping measures applied to imports into Ukraine of nitrate ammonium originating from the Russian Federation. 17-Apr Ilyashev & Partners Ilyashev & Partners represented the interests of Ukrainian company Poltava Petroleum before UAH 154 Ukraine the Kharkiv Administrative Court of Appeal. million 18-Apr Asters; Asters advised China Machinery Engineering Corporation, a Chinese state-owned construction N/A Ukraine Dentons and engineering company, on its agreement with Ukrainian private power producer DTEK for the construction of a solar power plant. DTEK was advised by Dentons. 23-Apr Eucon EUCON International Legal Center defended the interests of Mikogen-Ukraine against Ukraine’s UAH 2.1 Ukraine State Fiscal Service Authorities in Ukraine’s Administrative Court of Appeal. million 24-Apr Asters Asters advised the Black Sea Trade and Development Bank on a USD 20 million loan to Concern USD 20 Ukraine Galnaftogaz, a Ukrainian petroleum retailer company. million 27-Apr Ilyashev & Partners Ilyashev & Partners Law Firm advised Ferrexpo iron ore company on unspecified business N/A Ukraine activities in Ukraine. 27-Apr Asters Asters advised the Black Sea Trade and Development Bank in connection with its USD 20 million USD 20 Ukraine loan to PJSC Concern Galnaftogaz, a Ukrainian chain of gas stations. million 27-Apr Avellum; Avellum advised MHP Lux S.A. on its USD 550 million, 8 year, 6.95% Eurobond issue with the USD 550 Ukraine Baker Mckenzie benefit of the guarantees from its Ukrainian subsidiaries. The joint lead managers on the million transaction, J.P. Morgan Securities plc, the London Branch of ING Bank N.V., and UBS Limited, were represented by the Kyiv office of Baker McKenzie as to Ukrainian law and by Latham & Watkins' London office as to English and American law. 7-May Dentons Dentons advised DTEK Renewables B.V. on the implementation of a project for the construction EUR 230 Ukraine of a solar power plant with an established capacity of 200 MW in the Nikopol district of the million Dnipropetrovsk region in Ukraine. 9-May Kinstellar Kinstellar acted as Ukrainian counsel to the International Hotel Licensing Company S.a r.l., N/A Ukraine a subsidiary of Marriott International, in connection with the opening of Aloft Kiev, the first Marriott-managed hotel in Ukraine. 9-May Vasil Kisil & Partners Vasil Kisil & Partners represented Piraeus Bank ICB JSC, a Ukrainian bank with foreign capital, UAH 800 Ukraine in a bankruptcy case against Ukoinvestbud, a member of the group of companies owned by million developer Anatolii Voitsekhovskyi. 11-May Vasil Kisil & Partners Vasil Kisil & Partners advised Lekhim JSC on the acquisition of a production and warehouse USD 1 Ukraine complex in the Kyiv Region of Ukraine. million 14-May Allen & Overy; Sayenko Kharenko and Linklaters advised Deutsche Bank, ING, Natixis, and UniCredit, the joint USD 1.592 Ukraine Avellum; bookrunners of Metinvest's USD 1.592 million Eurobond issue. Metinvest was represented by million Clifford Chance; Allen & Overy and Avellum on the issue, while Redcliffe Partners and Clifford Chance advised the Linklaters; coordinating mandated lead arrangers. Clifford Chance also advised on the bank debt. Redcliffe Partners; Sayenko Kharenko 17-May Avellum Avellum advised Horizon Capital and other individuals on the disposal of a 90% stake in Ergopack N/A Ukraine Group to the Sarantis Group. 22-May Asters; Asters advised VR Capital Group on the acquisition of 50% of Matlomenius Holdings Ltd (Cyprus) N/A Ukraine Avellum from ICU. The seller was represented by Avellum.

Full information available at: www.ceelegalmatters.com Period Covered: June 14, 2018 - July 17, 2018

CEE Legal Matters 15 July 2018 Across The Wire

On the Move: New Homes and Friends

Eversheds Sutherland in Russia Brings issues and solutions that are of interest to our clients. We now have all of the necessary resources to provide our clients with Tax Team from KPMG a full line of services in the field of tax consultation.” By Hilda Fleischer

Dolgov Brings Team from Hogan Lovells to Squire Patton Boggs in Moscow

Eversheds Sutherland has expanded its tax practice in Russia by hiring Andrey Grachev and a team of lawyers from KPMG. Grachev joins Eversheds Sutherland as Counsel. Grachev will head the Eversheds Sutherland Tax practice in Russia. According to the firm, he “specializes in the field of tax law and has extensive experience in Russian and multi- national tax advisory and tax structuring engagements across various industries, negotiations with tax authorities, success- Alexander Dolgov has joined Squire Patton Boggs as a part- ful litigations, tax management projects, and preparing tax ner in the Financial Services Practice Group of the firm’s law amendments, as well as discussing them with the Russian Moscow office. Dolgov brings his team of four lawyers with Government and Parliament as a member of the Tax and him from Hogan Lovells Moscow, where he had led the Infra- Budget Committee of the Russian State Duma. “ structure, Energy, Resources, and Projects group since 2014. David Jervis, Eversheds Sutherland Global Co-Head of Tax, commented: “The appointment of Andrey Grachev as Head Dolgov’s expertise covers PPP, project finance in the infra- of Tax in Russia in addition to the recent hire of Partner Paul structure and energy sectors, and real estate. According to Beausang as Head of Real Estate Tax in UK demonstrates our Squire Patton Boggs, he ”has worked on several of the most commitment to strengthening our Tax practice globally. The important and successful projects in the region, such as Cen- combination of Andrey’s broad experience across all areas of tral Ring Road concessions at the federal level and the first re- tax and Paul’s specialization in commercial real estate ensures gional healthcare concessions in Podolsk and Balashikha and that we can continue to offer in-depth tax knowledge and ex- PPP for Hospital No. 40 in St. Petersburg.” He also advises pertise to all our clients.” international and Russian banks, international financial insti- tutions, and state authorities at various levels. Eversheds Sutherland Russia Managing Partner Victoria Goldman commented that: “We are extremely happy to wel- Sergey Treshchev, Squire Patton Boggs’ Managing Partner in come our new colleagues to our cohesive team. The strength- Moscow, commented: “We’re delighted to welcome Alexan- ening of our tax practice permits us to increase the value of der to the firm. He, his team, and their portfolio of work are our consultations, positioning us to deal with a wide range of well-known to us and will complement our existing expertise

16 CEE Legal Matters On The Move July 2018

in energy, financial services, and real estate. There is asig- “The combination of our advisory team with the broad net- nificant, ongoing need for infrastructure project investment work and market leading innovation of Dentons creates a across Russia and the CIS, in key areas such as transportation, unique product offering for our clients,” said Tuske. “Not healthcare, education, waste management and utilities. Alex- only are our clients increasingly looking for advisers who ander will play a critical role in leading our projects work in can provide full scope advisory services on transactions and the region as well as adding to the strength of our Financial shared services, from planning through to execution and inte- Services Practice and Global Infrastructure Group.” gration, but they also want their advisors to add value through innovation and new market approaches.” By Hilda Fleischer Dentons Europe CEO Tomasz Dabrowski said: “As part of our vision to always be the law firm of the future, Dentons Dentons Europe Launches is continuously challenging the status quo, and the services Consulting JV with Former offered by this talented team of consultants will complement EY Partners in Hungary both our core legal services and our Nextlaw offering.” “Our clients’ needs are becoming increasingly complex, as they face challenges and opportunities due to globalization, technology, competition, and the constant pressure to do more for less,” added Istvan Reczicza, Dentons Managing Partner in Hungary. “Often their needs go beyond traditional legal services. We have collaborated with Balazs and his team externally on a number of client matters over the past few years and are confident that by working more closely together we can deliver even more value to our clients.” Dentons has announced that it will be joining forces with a By Hilda Fleischer team of former EY consultants in Hungary to launch Impact Advisory, a joint venture offering consulting services that will complement Dentons’ legal services. The business is being piloted in Hungary with the intention of expanding it into Avellum and A.G.A. Partners Join other countries. Forces in Ukraine

According to Dentons, “Impact Advisory will focus on those areas where clients expect inter-disciplinary – legal and non-legal – consolidated support, and its offering will primar- ily include advising on investment opportunities and reorgan- izations in Hungary, as well as advisory services relating to Global Business Service, Shared Service Centers, and project management services.”

Former EY Partner Balazs Tuske will lead the new venture as CEO. He has consulting experience as an Advisory Services Leader and Transaction Support Leader in Hungary at EY and with Arthur Andersen in Australia. He mainly focuses on buy-side and sell-side due diligence, mergers and acquisitions, Ukrainian law firms Avellum and A.G.A. Partners have and large transformational projects. merged and will operate going forward under the Avellum brand, with former Avellum Managing Partner Mykola Stet- The team also includes former Associate EY Partner Arjen senko and former A.G.A. Managing Partner Aminat Suley- Sader, who, according to Dentons, “has a strong visibility and manova acting as Co-Managing Partners. network in the global Shared Service Center, Global Business Services, and Business Process Outsourcing market.” Ac- According to an Avellum press release, “Avellum’s focus on cording to the firm, “he has significant experience in starting, high profile transactional and regulatory practices aligns with scoping, migrating, stabilizing, optimizing, and automating in A.G.A.’s critical strengths in dispute resolution and interna- the sector.” tional trade practices.”

Dentons said that “in the future, several other experienced Stetsenko explained the rationale for the merger this way: consultants will join this venture to provide new and existing “Both firms set a very high bar for the quality of their lawyers clients a state of the art consulting experience.” and services. The combined firm will continue to be com- mitted to professional excellence, teamwork, and passion for

CEE Legal Matters 17 July 2018 Across The Wire

challenge as core corporate values. As an indisputable mar- Sergey Klimenko will head Dentons’ Life Sciences practice ket leader in transactional practices, including M&A, finance, in Russia. According to Dentons, Klimenko “has extensive and capital markets, Avellum is pleased to further increase the experience advising companies in the life sciences industry on breadth and depth of our dispute resolution practice. We are a wide range of regulatory and commercial matters, including the right match!” complex issues relating to the circulation of medicines, med- ical devices and biomedical cell products, healthcare services, A.G.A. Managing Partner Aminat Suleymanova agreed: “This PPP in healthcare, asset deals regarding medicines, medical is the consolidation of two extraordinary law firms with devices, and other products for human and animal health, ge- shared vision of what the future could be like together, sim- netic engineering, biotechnology for agricultural companies, ilar cultures, and highly complementary practice strengths. public procurement.” He headed the Life Sciences practice With this merger, we are not just getting bigger, we are getting at the Pepeliaev Group, which he joined in October, 2012, stronger.” and he has previous experience as the Head of Legal at an unnamed pharmaceutical company. Avellum was founded in 2009 as a Corporate Finance legal boutique and A.G.A. Partners was founded in 2005 to focus Dentons reports that Nigina Rabieva “has extensive expe- on Dispute Resolution. The new firm will consist of six part- rience advising Russian and foreign companies in the life ners and a total of 42 legal professionals. According to the sciences and industrial sectors on a wide range of corporate, Avellum press release, “the combined firm has a portfolio of commercial, PPP and real estate issues, as well as on regulato- over 2,000 completed projects in over 30 jurisdictions and en- ry and environmental law issues.” She was head of Real Estate joys recognitions of its 14 practice areas by the most credible & Construction at the Pepeliaev Group, which she joined in international legal directories.” January 2011, and she spent a year before that at Renaissance Capital. Avellum recently won the CEE Legal Matters 2017 CEE Deal of the Year Award for its work on Ukraine’s 2017 Eurobond Radmila Nikitina, who headed the Commercial/Antitrust Issue. (See page 74). practice at the Pepeliaev Group, specializes in competition By David Stuckey and commercial law. Dentons describes her as having “signif- icant experience in advising Russian and foreign clients on a wide range of issues relating to the application of the legisla- Dentons Takes Large Teams from tion on cartels, abuse of dominance, vertical restraints, public procurement and unfair competition,” and the firm reports Pepeliaev Group in Moscow that she “represents clients before Russia’s Federal Antimo- nopoly Service and in state commercial courts in competition related cases.” Before joining the Pepeliaev Group in June 2016, she was Head of Competition at the YUST law firm, which she joined in 2010, and spent two years before that as an Associate at Alrud.

Florian Schneider, Dentons Russia Managing Partner, said: “We welcome the arrival of the new team. These are lawyers with impressive experience in their practice areas and their joining Dentons will substantially expand our capabilities in Russia, in particular in Life Sciences and Competition.”

New Dentons Partner Vladimir Sokov commented: “We are Former Pepeliaev Group lawyers Vladimir Sokov, Sergey Kli- excited to join the largest law firm in the world. Our goal is menko, Nigina Rabieva, and Radmila Nikitina have moved, to continue supporting our clients using magnificent oppor- with their teams, to Dentons’ Moscow office. tunities provided by Dentons. A great professional team is a Vladimir Sokov specializes in Corporate law, M&A, Com- real value here.” mercial law, Antitrust, Real Estate, and Life Sciences. “Over New Partner Sergey Klimenko added: “We are delighted to his professional career of almost 15 years,” Dentons reports, become a part of Dentons’ big family. Throughout our career, “Vladimir has handled major M&A projects and has success- we have done our best to serve our client’s needs and we look fully participated in numerous corporate litigations as instruct- forward to continuing to do so from Denton’s magnificent ed by well-known transnational and Russian companies.” He platform.” headed the Corporate practice group at the Pepelieav Group, where he had been since 2009, and managed Hannes Snell- By David Stuckey man’s Moscow office for the three years before that.

18 CEE Legal Matters On The Move July 2018

Partner Appointments

Date Name Practice(s) Firm Country Covered 5-Jul Birgit Kraml Real Estate Wolf Theiss Austria 5-Jul Leopold Hoher Banking/Finance Wolf Theiss Austria 5-Jul Ondrej Florian Corporate/M&A Havel & Partners Czech Republic 20-Jun Andreas Veeret Dispute Resolution/Employment law Fort Legal Estonia 28-Jun Akos Fehervary M&A/Private Equity Baker McKenzie Hungary 20-Jun Marcin Bacal Administrative Law CDZ Legal Advisors Poland 20-Jun Jolanta Okoniecka Corporate/M&A CDZ Legal Advisors Poland 20-Jun Weronika Papucewicz Labor CDZ Legal Advisors Poland 13-Jul Claudia Chiper Banking/Finance Wolf Theiss Romania 3-Jul Sergei Lomakin Healthcare/State Procurement Baker McKenzie Russia 3-Jul Kirill Vikulov Tax/M&A Baker McKenzie Russia 5-Jul Stepan Starha IP/IT Havel & Partners Slovakia 3-Jul Caner Elmas Finance/M&A Baker McKenzie Turkey 3-Jul Duygu Gultekin Commercial Baker McKenzie Turkey 3-Jul Olha Demianiuk Corporate/M&A Baker McKenzie Ukraine 6-Jul Sergiy Smirnov White Collar Criminal Law Sayenko Kharenko Ukraine Partner Moves

Date Name Practice(s) Firm Moving From Country Covered 9-Jul Michal Bobrzynski IP/IT Greenberg Traurig Weil, Gotshal & Manges Poland 12-Jul Lukasz Dabrowski Real Estate Dabrowski Radziejewska Bartosiak and Partners Poland 12-Jul Paulina Real Estate Dabrowski Radziejewska Bartosiak and Partners Poland Radziejewska 20-Jun Razvan Pele Competition and IP/IT Maravela & Asociatii Musat & Asociatii Romania 9-Jul Andreea Suciu Employment Suciu | The Employment Law Noerr Romania Firm 26-Jun Alexander Dolgov PPP and Real Estate Squire Patton Boggs Hogan Lovells Russia 16-Jul Vladimir Sokov Corporate/M&A Dentons Pepeliaev Group Russia 16-Jul Sergey Klimenko Life Sciences Dentons Pepeliaev Group Russia 16-Jul Nigina Rabieva Life Sciences Dentons Pepeliaev Group Russia 16-Jul Radmila Nikitina Commercial/Antitrust Dentons Pepeliaev Group Russia 25-Jun Vsevolod Volkov Banking/Finance Everlegal Integrites Ukraine 10-Jul Aminat Dispute Resolution Avellum A.G.A. Partners Ukraine Suleymanova

In-House Moves and Appointments

Date Name Company/Firm Moving From Country Covered 12-Jul Pawel Stykowski Eversheds Sutherland InterRisk Poland 4-Jul Alexey Statsenko Ernst & Young (Internal Promotion) Russia

CEE Legal Matters 19 July 2018 Legal Matters The BUzz

In “The Buzz” we check in on experts on the legal industry across the 24 jurisdictions of Central and Eastern Europe for updates about professional, political, and legislative developments of significance. Because the interviews are carried out and published on the CEE Legal Matters website on a rolling basis, we’ve marked the dates on which the interviews were originally published.

Kosovo: June 29, 2018 violates the constitutional rights and sovereignty of private enterprises.” In any event, he says, even if the president signs New Law Affecting Private Companies the law, it will almost certainly be challenged at the Constitu- Generates Controversy tional Court. “Law firms in Kosovo are also saying that the provision is not constitutional, and lately quite a few business- es have asked us to help them to challenge its provisions at the Constitutional Court.”

Besides this initiative, the legal sector is being kept busy with recent changes to Kosovo’s Criminal Procedural Code de- signed to harmonize Kosovo’s legislation with EU regulations. “The new Criminal Procedure Code tries to balance the rights of prosecutors and attorneys during the pre-trial procedure,” Qerkini says. “We also have a lot of work to do regarding of right of attorneys to have access to the prosecutor’s case files “Kosovo’s parliament has recently adopted a new law that during the investigation stage.” Under the amended Code, mainly affects private companies,” reports Artan Qerkini, prosecutors must present all evidence to the defendant which Founding Partner at Sejdiu & Qerkini Law, who notes that could establish reasonable doubt in their request for pre-trial one of the new law’s provisions – a requirement that 40% of detention. company board members be women – has already generated Finally, Qerkini reports that the new Law on Bankruptcy in significant controversy. Kosovo, which was adopted earlier this year, “will definite- “The parliament adopted the law to improve the position of ly affect businesses in the future, for it intends to exclude woman in Kosovar society,” says Qerkini, “but I believe that businesses that are unable to pay debts for more than three the government cannot force its ideas on private businesses. months from the market.” In the end, the president of the Republic of Kosovo will have By Hilda Fleischer to decide whether to pass the law or not, but for the moment he is reluctant to sign, for he also believes that the initiative

20 CEE Legal Matters The Buzz July 2018

Croatia: July 6, 2018 izing the settlement with creditors is approaching. The pro- posed settlement was voted on some days ago, but the mod- New Implementing Legislation el of restructuring is just not good and fair enough and will leave many interested parties with empty pockets, so in my opinion many lawsuits will follow.” Cipcic-Bragadin adds that reaching a settlement will trigger further M&A deals as well, since Agrokor’s non-core companies will be put on the mar- ket, which “will surely generate a new work flow for firms.” Turning to the recent changes in legal services in his country, Cipcic-Bragadin notes that the Croatian legal market is still mostly composed of solo practitioners, and he says that he hopes that the recent merger of his firm with the independent legal practices of Marina Mesic and Ivan Juricic will trigger “There are four main new legislative developments which have more local tie-ups (as reported in the May 2018 issue of the shaken the market in Latvia,” says Andra Rubene, Partner at CEE Legal Matters magazine). TGS Baltic in Riga, referring to the GDPR, amendments to Latvia’s Law on the Prevention of Money Laundering and Cipcic-Bragadin says that the market is changing slowly, but Terrorism Financing, and changes to the country’s corporate there are some rumors that the Croatian Bar Association is and personal income tax laws as of primary significance. considering loosening the rules concerning the right of law firms to advertise. “Right now we cannot market ourselves Silvije Cipcic-Bragadin, Partner at Cipcic-Bragadin Mesic and for clients based on our previous experience mentioning cli- Associates in Zagreb, says that “there is a significant amount ents we’ve served in the past, while foreign firms can advertise of new legislation in Croatia, because it is one of the countries their services in the country with almost no restraints. So, the that somehow is always late in implementing EU regulations.” Bar is exploring the possibility of creating better conditions “One of the new laws concerns road transportation,” he re- for the marketing conditions of lawyers.” ports. “Like in many other countries, Croatian taxi-drivers By Hilda Fleischer fought a lot against Uber. It was a hotly-debated topic due to the pressure imposed by public lobbying groups and other market participants, supporting the liberalization of taxi-ser- vices. The new law not only makes Uber a legitimate business, Montenegro: July 9, 2018 but also forces regular cab drivers to use more transparent Increased Stability and Optimism in 2018 metering and paying systems, so traffic can be then calculated not just based on a fixed device implemented in the car.” Another pending law, according to Cipcic-Bragadin, is con- nected to the regulation of Croatia’s financial and capital mar- ket. “MIFID II still hasn’t been implemented into the local legislation, although market participants are eager to see the new Capital Markets Law entering into force. Furthermore, the Alternative Investment Funds Act came into force recent- ly and we have seen a strong demand for financial regulatory work lately.” “The energy sector is another area that soon might face chang- es in Croatia,” he continues, adding that the country’s newly Vladimir Radonjic, the Managing Partner of Radonjic Asso- adopted renewables law is still not in full force because the ciates in Montenegro, reflects back on his Buzz interview in relevant by-laws haven’t been introduced yet. “The transition June 2017. “2018 has brought a lot more stability in terms from a feed-in tariff model of subsidies to a market premi- of local politics, and the local economy is in better shape,” um model is stalling a bit,” Cipcic-Bragadin explains, “making he says. “As you remember, in 2017 we joined NATO, and it many renewables investors nervous. On the other hand, there seems the expectations people had that it would result in more is a new LNG law which was recently enacted making projects stability have proven correct.” easier to achieve.” Radonjic describes “a lot more interest from foreign inves- He says that when it comes to the business market, Croatia’s tors than in previous years, and they are coming from new indebted Agrokor food group is still creating quite a buzz in countries.” According to him, “in the last year we are seeing the country. “The administration process’s deadline for final- significantly more foreign investors from the West, including

CEE Legal Matters 21 July 2018 Legal Matters

from the US.” Although no major deals involving American ernment to purchase the electricity produced at market price deals have closed recently, he says, “there is a lot more interest, rather than the feed-in tariff price.” This is a new model, he and people are looking.” And they’re not all coming from the says, “but even though the price is lower, there is still a lot of West: “Investors from Turkey are also very interested in Mon- interest from foreign investors.” tenegro.” He suggests that approximately 1000 of the compa- nies in the Montenegro Company Register are from Turkey, Of course, not all is rosy for foreign investors in Montenegro, and says it “reminds me of several years ago, when there was and Radonjic sighs when the subject of the country’s judi- an influx of investors from Russia – now it’s from Turkey.” ciary comes up, noting that a general lack of sophistication and familiarity with foreign law continues to make foreign-law According to Radonjic, foreign investors are particularly inter- provisions of important contracts problematic at best, and ested in Montenegro’s tourism, infrastructure, and energy sec- downright dangerous at worst. Especially “following this im- tors. The tourism sector, including hotels, is focused primar- portant increase of foreign investments into the country, they ily on the coast, where a number of large international hotel need to adapt to different models of projects.” He reports a chains are expressing interest. The Montenegrin government, number of initiatives and programs designed to address the he says, is also financing the development of a brand new problem, many led by foreign NGOs and other organizations. ski resort in Mojkovac, which is currently under construction, “But it will take a lot of time,” he says. “It can’t make results and it is financing the renovation of the country’s two existing in the short run. It’s a complex problem, and I’m not so op- ski resorts as well. timistic for change in the short term.” As a result, Radonjic says, firms are increasingly counseling their clients to pursue As for Infrastructure, Radonjic reports that the highway from arbitration either within or outside the country, as appropriate. Podgorica to Kolasin being built by China’s CRBC in coop- “That’s why I think arbitration is becoming more popular/ eration with major Montenegrin infrastructure companies is more acceptable,” he says, “both in Montenegro and outside expected to be completed by the end of 2020. The project is – for high value contracts we encourage clients to choose the fostering local economic development, he says. well-established venues abroad.” In addition, on the Infrastructure front, Radonjic says that By David Stuckey “from the strategic point of view one of the most impor- tant projects involves the upgrade of the only two operating airports in Montenegro, because with the increase in tourists the current status of the two airports is inadequate. The gov- Estonia: July 10, 2018 ernment is fully aware of the situation and the rumors in the Challenges in Boosting the Economy While country are that the government is preparing to proceed with a PPP, and that the tenders will be organized in the very near Complying with AML Policies future,” and Radonjic reports that “the sense is there is a great deal of interest from foreign leaders in the field.”

On the Energy front, Radonjic says there are two stories of primary significance. “The first is that by the end of the year the first part of the energy connection between Italy and Montenegro should be completed and should be operation- al early in 2019.” This project – which he describes as “the biggest in Montenegro in the past two decades, and really im- portant for the economy” – will make Montenegro the energy “The Estonian market faces a combination of challenges on “hub” of the Balkan region, allowing excess energy to be sold how to boost the economy and attract business,” says Merit to Western European markets. The investor is Italy’s Terna Lind, Partner at Deloitte Legal in Estonia. “However, some S.p.A., reflecting that country’s need for energy, leading Ra- of the initiatives clash somewhat with anti-money launder- donjic to smile: “In a way, by implementing the project, Mon- ing prevention policies,” she says, referring to the e-Residency tenegro will become the 21st region of Italy.” program famously introduced in the country at the end of On the second note, Radonjic reports that “the Montenegrin 2014. government has just initiated a tender of the long-term lease “The traditional commercial banks are applying stricter AML for land on the Montenegrin coast for construction of a pho- and KYC related rules to non-residents wishing to open bank to-voltaic plant, and the interesting thing is that the project accounts in Estonia.” Lind says. “As they do not on-board will not be based on a feed-in model, but instead on a com- non-residents easily, it has put the future development of the pletely new model that the government is considering for all e-residency program under rather serious pressure.” Lind, such future projects, consisting of an obligation of the gov- herself a member of the think-tank organized by the Estonian

22 CEE Legal Matters The Buzz July 2018

President for e-Residency 2.0, says that the group is currently “Corruption continues to be among the biggest issues in working on finding solutions to balance “ambitious and novel Ukraine,” says Lidiya Klymkiv, Partner at Axon Partners. ideas” with “the potential risks associated with granting priv- “There is some kind of quiet consent with corruption, not ileges to people whose backgrounds and intentions are not only among ordinary people, but also in the legal market itself, easily determined.” as there are many stories involving unethical behavior of rep- resentatives of the legal profession in court.” However, Lind says that Estonia is currently pushing some amendments in the Estonian Companies Act through the However, Klymkiv says, recent developments are encouraging. legislative process that should ease the situation for foreign First, she says, local law firms have begun discussing the issue investors and non-residents – including e-Residents – seeking of corruption publicly, which “generated a huge resonance in to establish a private limited company in Estonia, as well as the legal market.” She explained that, “not so long ago, these allowing them to use foreign banks or other payment service issues were kept silent, so I believe this whole situation will providers to do business in the country. According to her, the change in the near future.” amendments are expected to come into effect on January 1, Klymkiv says the reform of the Ukrainian court system that 2019. “I very much hope that the legislators and administra- was introduced earlier this year, which she says includes re- tors can keep up with the process and introduce reasonable placement of judges, and a new assessment procedure for changes in law also in the future,” she says, noting that the them, is also encouraging. Although she believes that these changes will provide more tools to smoothly operate busi- reforms will not immediately eliminate all traces of corrup- nesses from afar, which is particularly beneficial for what she tion, she claims that, “the main point is that ethical issues have calls “digital nomads.” In addition, the simplified process will, been raised inside the legal system and among the lawyers, the she believes, improve the competitive situation of the Esto- new legislation cannot have a real impact without a shift in the nian business community. “With the amendment it would be minds of legal practitioners.” acceptable to use an account opened with a European Eco- nomic Area credit institution or payment institution or their Klymkiv turns to the subject of Ukraine’s new “On Limit- branches for an Estonian private limited company.” ed and Additional Liability Companies” law, which came into effect on June 17, 2018 and addresses what she describes as Finally, Lind says that the changes in the business market are the previous absence of freedom in decision-making for busi- affecting the legal market as well, leading the firms that have nesses. “They lacked instruments in Ukrainian law, and thus “reached the limit of growth” either to consolidate with other businesses would turn to the mechanisms provided in other law firms or to look for “alternative options to grow business jurisdictions, such as the system of common law in USA.” organically,” for example by finding ways to add interdiscipli- According to her, these tools are necessary to emerging mar- nary consulting elements that she says are increasingly expect- kets, as “it is very important at the stage of incorporation to ed by clients. Lind, who appreciates the benefits of the second have some effective instruments to take part in the life of the approach, argues that “you cannot really resort to being a pure company and to attract investors.” The new law makes a Cor- traditional legal service provider for future purposes; you have porate Agreement – analogous to a Shareholders Agreement to figure out how to have something extra to be a valuable – available to people who want to do business in Ukraine, as partner for clients.” Ultimately, though, she believes the Esto- “having more freedom in the governing of the company is a nian market has room for both approaches. much more modern approach and it follows the practice of By Mayya Kelova most developed countries that have such institutions, which is a huge step for Ukraine corporate legislation,” she says. In the meantime, she says, the legal market is reshaping as Ukraine: July 13, 2018 well. Klymkiv notices an increasing interest among traditional law firm in innovation, including solutions for legal practi- Reforms Effective in Fighting Corruption tioners such as legal bots, online platforms for the court sys- tem, and property rights registration bots. Another important area is data protection, she says. With the enforcement of the GDPR many law firms now specialize in data protection, pro- viding service that goes beyond Ukrainian borders. “Ukraine is strong in the outsourcing market, and companies that deal with data protection and have access to personal data regis- tered abroad refer to Ukrainian lawyers to provide consulting on the GDPR.” By Mayya Kelova

CEE Legal Matters 23 July 2018 Legal Matters

Serbia: July 17, 2018 years. On June 8, 2018, the new “On the Registration Proce- dure with the Cadastre of Real Estate and Utilities” law en- Potholes in the Road to EU Accession tered into force. While the solution proposed by the law is not universally supported, at least it means the government has fi- nally “recognized the existing issue.” Besides, she says, the law is designed to simplify and accelerate the process of registra- tion of the real estate cadastre by “supporting the latest trends in legislation going towards the use of higher technology.” Golubovic says there have been no significant changes in the legal market recently, but she reports that the new manage- ment of the Belgrade Association Bar that was elected on May 13, 2017, has already started making positive changes. The newly elected management, she says, is expected to “finally perform their primary obligation – assisting and protecting their members,” for example by organizing general medical examinations, or by taking steps toward providing additional medical and pension insurance to its members. By Mayya Kelova

Slovakia: July 23, 2018 Wait and See Attitude

Serbia is paving its way towards the European Union, and the process of accession, according to Ksenija Golubovic Filipovic, Partner at Zivkovic Samardzic in Belgrade, is not always straightforward. “On the one hand,” she says, “we are trying to create a secure investment environment for potential investors and achieve high standards of living. On the other hand the process requires that our legislation be harmonized with the EU laws.” Although the two goals are not mutually exclusive, Golubovic says, there can be conflict. For example, she says the recent “On Centralized Record of Beneficial Owners” law that was enacted at the end of May, 2018, requires companies regis- tered in Serbia to file and keep clear records of all beneficial owners of companies. The new regulation became applicable on July 8, 2018, Golubovic reports, and by the end of the year a Business Registers Agency is expected to have established a specific registry for beneficial owners. “Even though we can understand the reasons for the new law, unfortunately we cannot disregard the amount of additional obligations, paper Public protests that surrounded the February 2018 death of work, and costs it imposes on clients,” she says, explaining Slovakia journalist Jan Kuciak and his fiancee have somewhat that the limited time companies have been given to comply abated, says Dentons Bratislava Partner Zuzana Simekova, but with the new legislation could have a negative effect on multi- the controversy and ultimate consequences are still up in the national companies. As a result, she says, “we hope fines and air. “Things have calmed down somewhat at the moment, and penalties will not be imposed immediately and some addition- the investigation is ongoing,” she says. “But there has been no al time will be provided to [foreign] clients to collect all of information.” At least in the short term, she says, she and her these documents, since they should come from abroad.” colleagues have not seen any direct impact on business and On the brighter side, Golubovic reports that the government foreign investment. “Of course the death was a tragic effect has taken action to improve the “inadequate performance” of that affected Slovakia, and the social pressure is clearly there,” the real estate cadastre that has been affecting the market for she says. “But it did not have any real impact on business. It

24 CEE Legal Matters The Buzz July 2018

was kept separate. Maybe there was some attention to com- Unfortunately, she says, not all changes are positive – or possi- pliance, on transparency, but there has been no obvious effect bly even ethical. “There has been a lot of conversation about on any business initiatives. People are paying attention, but debt of hospitals and other entities under the control of the there has been no real effect on the legislative or regulatory State Ministry of Health,” Simekova says. “They can have level. And no sign that potential investors are making deci- massive debts, and this of course also affects the private com- sions based on this.” panies who they owe.” Thus, she reports, “the Slovak gov- ernment proposed a restructuring of the situation, to lower Still, that doesn’t mean there won’t be any impact in the future. the financial debts of hospitals. Discussions with the business “Things in the market are going well,” Simekova says, “but community occurred this past spring and may continue, but there is a little bit of a waiting mode as to what’s going to hap- for the time being no agreement has been found. Although pen.” According to her, “these recent events show that there the government said they’d try to find a solution, nothing is a major need for a change in the system of public adminis- happened until now … apart from the parliament making an tration and greater monitoring of the use of public resourc- amendment on a relatively obscure and minor provision – ra- es, and there have been a number of initiatives announced diation protection– which included a provision prohibiting – and the current President has announced that he won’t run the execution of debts on hospitals, meaning those debts are for reelection next year – but what will actually happen and absolutely unenforcable against hospitals for at least a couple whether they will actually transform the system remains to be of years.” Simekova describes the move as brazen. “It was seen.” In other words, she says, “right now we are in limbo.” done indirectly, and essentially hidden so that people wouldn’t notice it.” As a result, she says, her firm has been consulting When asked for her personal opinion about the fall-out of with many clients seeking to recover from the state’s hospital Kuciak’s death, she pauses to think. “I would personally very system. “This is a very difficult situation,” she says, though she much hope that this tragic event has opened the eyes and the declines at this point to predict what specific strategies they minds of the people as to what can be changed in the future intend to pursue in opposition to the law. and how to make those changes,” she says. “There is a great level of frustration – on the one hand we would hope for the Finally, she says, “one last thing that I can mention is nev- changes and the learning, but at the same time we are a bit er-ending controversy regarding food retailers, and the at- worried under the current system – and the tragedy itself has tempts to amend the law regulating unfair conditions in the clearly shown the depth of the problems. The questions are food retail sector.” Simekova says, “this mainly relates to the how much will changing it take, who can do it, and where it conditions that are agreed upon between suppliers to the food can start. The question is whether there is sufficient will and retail chains and the chains themselves. So the regulators are ability.” seeing these chains as entities or entrepreneurs that may be Still, whether related to Kuciak’s death or not, Simekova says imposing unfair conditions on suppliers based on their market some change is already in the air, including pressure to reform power. They want to prevent the chains from abusing their the state administration “on the vertical as well as the horizon- market position in the food sector.” According to her, “it has tal level,” she says, “to ensure compliance and non-discrimi- sparked a lot of issues because you have food sector regula- natory rule.” Ultimately, she says, “there is a kind of common tors who are generally responsible, then you have competition understanding that this is something that should take place.” authorities stepping in, and so on. We had a law that was not particularly effective, and the government is now considering Turning to actual rather than prospective legislative develop- amending it again and putting it into practice.” ments, Simekova counts off five recent changes of signifi- cance – “three of which are particularly relevant.” The first Reflecting on these two last legislative developments, Simek- of the five she mentions is the recent implementation of the ova says, “it seems there is a bit more focus on the regulated GDPR, which she says, like everywhere else, “of course kept sectors than we had before.” So, she says, “the changes that all the lawyers in Slovakia very busy.” The second is recent may come in the next few months relate to specific sectors changes to Slovakia’s Commercial Code designed to “address rather than overall business.” the needs of the business sector,” and which include, among other things, “the implementation of control over certain ac- Finally she’s asked whether, all together, she’s optimistic about tivities that were potentially problematic causing lot of legal developments in Slovakia. She laughs. “That’s the one million uncertainty and endangering due enforcement of law, includ- dollar question – it’s extremely difficult to say.” She pauses, ing mergers of debt-ridden companies.” She explains: “Now then says, “I think now we have to wait to see. I personally do you need the approval of certain financial authorities for such have some optimism, but we have to wait and see.” mergers, providing much more of a guarantee that there is some oversight, some guarantees to the creditors that the By David Stuckey debts will not disappear.”

CEE Legal Matters 25 July 2018 Dealer’s Choice

Dealer’s Choice conference

Representatives of more than sixty law firms from across Central and Eastern Europe and from as far away as the United States, , and China came together in Prague on June 6, 2018, for the first ever Dealer’s Choice international law firm conference and CEE Deal of the Year Awards Banquet.

The Dealer’s Choice event, which began on the morning of the 6th in the Congress Center of the Czech National Bank, consisted in a series of panel discussions on topics of importance to the legal profession. The day concluded with the Awards Banquet in the Empire Room of Prague’s Slovansky Dum. The two June 6 events, in combination, represented an unprecedented celebration of CEE lawyering and an opportunity for the best lawyers working in Central and Eastern Europe to exchange ideas and contact details in a vibrant and entertaining setting.

26 CEE Legal Matters Dealer’s Choice July 2018

CEE Legal Matters 27 July 2018 Dealer’s Choice

Technically Speaking

The first panel of the day, entitled “Terrific Not Terminator: Adapting and Adopting New Technology,” and moderated by Tereza Simanovska, Head of Legal & Compliance at APS Holding, considered the affects of recent developments in technology on the practice of law in CEE and explored the ways advances in artificial intelligence, robotics, and document review/ discovery technology are reshaping the profession.

“Sometimes I ask myself if we need offices anymore,” said Damir Topic, Partner at Divjak, Topic & Bahtijarevic in Zagreb. “Lawyers can work remotely and take conference calls from almost anywhere now and clients are also more and more reluctant to travel.” This change is a positive one, Topic suggested, and instead of representing a potential threat to the profession should instead be seen as “rather a commodity, a way to save time and be more efficient.”

Rastko Petakovic, Managing Partner at Karanovic & Nikolic, reported that his firm had decided several years ago to “go phoneless” – eliminating the phones on each lawyer’s desk in favor of Skype for Business with landline capability. “I believe that we have to embrace new technolo- gies,” Petakovic said. “I also believe that artificial intelligence will always be managed and sup- ported by humans, so we need to train people to be open and innovative, and spare time from the usual bureaucratic things. We often forget that most of what we do can be narrowed down to three things: content, process, and relationships. The last one is the driver of our work with our clients, and this cannot be replaced with AI,” he said.

“But is saving time good for us?”, Avellum Managing Partner Mykola Stetsenko asked, returning to Topic’s earlier comment. “Can we profit from it in a time of fixed fees?”

“Absolutely,” came the reply from Clifford Chance Prague Managing Partner Alex Cook, who added that “clients actually expect us to be on top of technology. If the client wants to save time, we have to be prepared. Legal services are not diminishing; they are increasing and becom- ing more complex, so saving time is definitely good in my view.”

Turning the discussion in a slightly different direction, Tereza Simanovska asked what new skill- sets partners and HR departments are looking for when hiring new lawyers.

“Personally, I would like to hire more software developers at our firm,” answered Petakovic. “Not just because we need to understand and embrace technology, but also because we need more algorithmic thinking.”

Stetsenko disagreed. “I don’t understand why law firms need to hire a lot of IT professionals,” he said. “We are law firms, not IT giants. Indeed, we can have a few IT professionals to handle automation and management of AI. However, I do not believe that AI can replace human na- ture, which is a basic element for our work. Negotiations and business consulting are things re- quiring human experience and personal judgment – something that computers cannot replace.”

28 CEE Legal Matters Dealer’s Choice July 2018

APS Holding General Counsel Tereza Simanovska prepares for the Terrific Not Terminator panel The Terrific Not Terminator panel starts off the day

Artificial intelligence personified at the Terrific Not Terminator panel

Karanovic & Nikolic Managing Partner Rastko Petakovic makes his point in the Terrific Not Terminator panel

Avellum Managing Partner Mykola Stetsen- ko shares his thoughts with the Terrific Not Terminator panel

CEE Legal Matters 29 July 2018 Dealer’s Choice

With Friends Like This

The second panel of the day was titled “The Friendship Zone: Establishing and Strengthening the International Firm-Domestic Firm Referral Relationship” and involved a thorough con- sideration of the ways international and domestic law firms can initiate and strengthen referral relationships. The panel was moderated by Shawn Atkinson, Partner at Orrick Herrington & Sutcliffe in London.

Atkinson started the conversation by asking the panelists how they approach local firms, and what strategies they use in choosing them. “For us, it’s really a mixture,” said Slaughter and May Partner Jonathan Marks. “Sometimes the client says which firm they want to work with. On other occasions the client wants us to choose. We also have ‘country partners’ who are re- sponsible for being in touch with the best firms in the region for particular jobs, and we have an international team that keeps track of national law firms and helps us choose. We will want to get quotes from more than one firm where that is feasible and will generally be expected to get all the local law advice we need, within a budget agreed upon with the client.” Marks added that the fee charged to the client would generally be based on local rather than London rates, as Slaughter and May wouldn’t look to do more than pass through the amount it pays.

Christian Blatchford, Partner at Kocian Solc Balastik in the Czech Republic, provided a local perspective. “Firms disappear and new ones appear and performance can vary over the years. We try to keep abreast of changes and maintain a close and a two-sided relationship with firms: ideally both giving and receiving work.”

On the use and usefulness of road-shows, a strategy that law firms often use to build new relationships with prospective clients – both referral partners and in-house counsel – Kavcic, Bracun & Partners Managing Partner Matej Kavcic said: “We do not do a lot of those. I think there are various other ways to bring people on board, like by getting recognition from clients and peers, for example.”

Schoenherr Sofia Managing Partner Alexandra Doytchinova nodded in agreement, noting that receiving guests from the same firm every six weeks can get boring, although she conceded that avoiding multiple contacts can be difficult for lawyers from a firm which, like hers, has over 15 offices in CEE alone. “We work very independently from our own headquarters, and we have our own contacts at referral firms – and we really try not to knock twice on the same door,” she said. “It is a bit difficult, but we try not to become annoying, so we just keep a close relationship among our firms.”

Christian Blatchford, from one-office Kocian Solc Balastik, suggested that annual road-show cycles strike the right balance, so his firm usually strives to limit such efforts to one city per year.

“Road-shows can be useful, and we all do them ourselves so there is an element of reciprocity,” concluded Slaughter and May’s Jonathan Marks, “but what we truly appreciate is working to- gether, including good responsiveness and top quality work when we get in touch.”

30 CEE Legal Matters Dealer’s Choice July 2018

Clifford Chance Prague Managing DTB’s Damir Topic and A&O’s Partner Alex Cook prepares his Martin Magal exchange views response

Victor Gugushev from Bulgaria’s Gugushev & Partners makes a point

Schoenherr Bulgaria Managing Partner Alexandra Doytchinova puts a question to the Terrific Not Terminator panel

Orrick Partner Shawn Atkinson shares his perspective

CEE Legal Matters 31 July 2018 Dealer’s Choice

Politics: The Nitty Gritty

After an extended networking lunch, the Dealer’s Choice and Baker McKenzie in Istanbul, suggested that the pre- conference’s third panel – Moving Right Along: How Re- vailing narrative in his country, at least, may not be the cent CEE Political Trends and Developments are Likely to same as it is outside. “If I had to define Turkey’s economy Affect Investment and Law Firm Business – considered at the time in the global context, I would say it is resilient. the state of Central & Eastern Europe twenty years af- We have had some turbulence in the past five or six years, ter the end of Communism. Moderator Martin Magal, the but we still have many transactions. Turkey is a resilient Managing Partner at Allen & Overy in Slovakia, led a con- country, always able to adapt to any situation.” versation about how lawyers can provide valuable counsel in times of economic and political upheaval, how recent In response to a question about Brexit, Denise Hamer not- changes have affected partners’ practices and relationships ed that while many investors are pulling back from the UK with clients, and the significance of recent developments market, Continental Europe remains strong. “Central and on actual and potential investments in their region. South East Europe is benefiting from UK political uncer- tainty on one hand and domestic political will on the other Magal started the conversation with a brief historical hand. Slovenia is developing as a cryptocurrency center, overview, referring particularly to the events of the Prague Croatia has just implemented an investor-friendly tax re- Spring of 1968. “50 years ago in front of this building gime, and Estonia has introduced a residency and stipend we still had Russian tanks,” he noted.“The very fact that program for individuals working in FinTech.” today people from all around the world can discuss these topics freely is an important step.” But Magal didn’t deny Moving the conversation to the role of lawyers in the cur- the problems of the present. “Still,” he said, “Western de- rent economic and political climate, Ron Given said that mocracies have fragile structures, and not so far away from in his view lawyers’ “traditional role in bringing structure here, political and economical crises are taking place.” to confusion and making some sense of the complex ap- He cited his own country as an example. “Let’s also not plies to helping clients translate things political as well.” forget that in Slovakia a few months ago an investigative But Given also noted that the political divisions requiring journalist was murdered, and the country is still shaken expert guidance do not stop outside the law firm door.”It’s by the following uprisings and protests.” He then asked natural that the same divisions that exist in the greater so- the panelistswhat the proper role of legal experts is in this cieties are also found among our colleagues, and we must context, and how lawyers can they use their expertise to take care that these divisions do not have a materially neg- influence the politics of their countries. ative effect on the running of our business.”

Freshfields Partner Sebastian Lawson suggested that Ma- The question of whether lawyers should take a politically gal’s question was difficult to answer. Lawson noted that active stance in the face of political controversy sparked there are many different narratives within the EU, and animated discussion. In response to the suggestion made the division between the North and the South, the East by a member of the audience that the oath lawyers took and the West is getting deeper and deeper. “Nationalist, to protect the rule of law requires them to oppose poten- illiberal parties are emerging everywhere,” he said. “For tially unlawful acts, several panelists insisted that the role example, if Hungary and Poland will continue with their of lawyers is guide, not lightning rod. “This is a very hard current policies, they may lose funding from the EU. With question, and I believe every firm must decide individual- less funding, we will probably see more private financings ly,” concluded Martin Magal. “For example, when [Slova- on infrastructure projects,” he said, adding that this would kians] were dealing with the murder of journalist Jan Kuci- definitely affect the work of lawyers. ak and his fiancee, half of our office attended the protest. The firm itself did not organize anything – everyone made Muhsin Keskin, Partner at the Esin Attorney Partnership an individual decision.”

32 CEE Legal Matters Dealer’s Choice July 2018

A full room reflected the high level of interest in the day’s panels Wolf Theiss’s Ron Given and Avellum’s Mykola Stetsenko deep in discussion

The Friendship Zone panel reviews referral relationships

kocian Solc Balastik Partner Christian Blatchford poses a question

Stratulat Albulescu Lawyer Ramona Orrick Partner Shawn Atkinson moderating Iancu shows her enthusiasm for the The Friendship Zone panel Dealer’s Choice event

CEE Legal Matters 33 July 2018 Dealer’s Choice

Look East, Young Man!

The conference concluded with a special session on Chi- clients specifically targeting CEE countries as a means to nese investment in Central and Eastern Europe. The gain a foothold into the West. “If a client wants to enter a “Coming Over the Wall: Chinese Investors and Firms Western country which is expensive and hard to penetrate, in CEE”panel, moderated by Judith Gliniecki, General we consider a CEE country as a stepping stone for the Counsel at CEE Equity Partners, considered the forms larger project,” he explained. and targets of Chinese investments in CEE, and the mo- tives, methods, and maneuvers of both investors and law When Judith Gliniecki asked how CEE countries engage firm advisors in identifying and exploiting opportunities in with Chinese investors, Pang employed a metaphor. “They the region. The panel focused on how Chinese investors are like girlfriend and boyfriend: sometimes they love each perceive European opportunities and counterparts and other, but sometimes they hate each other. The hate part what the cultural differences are for law firms seeking to evidently is based on conspiracy theories, while the love work with Chinese clients. part is driven by mutual financial and security issues.” Pang added that both parties should learn from each other – a “In the last couple of years we indeed saw a good amount process which is already well underway. of Chinese investment in Bulgaria,” Milan Pandev, Part- ner at Djingov, Gouginski, Kyutchukov & Velichkov in Guo agreed that “learning is very important,” but he sug- Sofia, said. “They are mostly interested in renewable en- gested the concept is not only an external one for Chinese ergy, solar projects, infrastructure, and car manufacturing clients. “30 years ago the legal profession did not exist in businesses.” mainland China, so companies still need to learn to ap- preciate the work of lawyers, and understand how legal Chinese lawyer Rita Ran Pang, who works within the Kin- processes unfold.” stellar Prague business development team, explained that the wave of Chinese investment that hit Europe recently Turning to the cultural differences that may influence the is properly considered in terms of cost and opportunity. course of negotiations, Pandev suggested that parties in- “The cost of investments is still quite low in CEE, and the vest time and energy in studying each other’s mentality in region also has favorable employment law,” she explained. order to get a project done. “I have to say we learned some “Chinese companies tend to go big, so these are rentable valuable lessons in the past about Chinese investors. We conditions for them.” She gave several examples: “In the learned not to underestimate them: if they look slow, it past four years, four billion US dollars were invested from is because they are analyzing everything carefully. We also Chinese companies into international football clubs. In have to pay attention to every verbal formulation, because Serbia, even though the country is not in the EU, there are they never want to communicate negative news, they like around 20 Chinese companies doing infrastructure pro- to finish a meeting on a positive note, so you kind of have jects, with the intention to spread out to the Czech Re- to fish it out for yourself what their position really is.” public and Croatia.” The size of these investments, Pang said, makes them controversial, leading many local officials “They are indeed reluctant to say ‘no,’” Rita Ran Pang toview them with concern. agreed. “Face-to-face meetings are also very important, for Chinese people have difficulty in trusting people. If Linjun (Lawrence) Guo, Senior Partner at the Zhonglun during a personal meeting you can reassure the trust, it will W&D Law firm in Beijing, added that his firm is helping considerably speed up legal processes.”

34 CEE Legal Matters Dealer’s Choice July 2018

The Moving Right Along panel consid- Wolf Theiss Poland Co-Managing Partner Ron Given asks ered political developments in CEE a question of the Coming Over the Wall panel

Head of CEE at Noerr Joerg Menzer makes a point during the Moving Right Along panel

Kinstellar’s Rita Ran Pang relaxes before the Coming Over the Wall panel

Moderator Judith Gliniecki poses a question Considering the forms and targets of to the Coming Over the Wall panel Chinese investment in CEE

CEE Legal Matters 35 July 2018 Dealer’s Choice

Feedback and Perspectives

Gathering for final coffees after the event, before going to their hotels to freshen up for the evening’s awards banquet festivities, attendees at the Dealer’s Choice conference spoke enthusi- astically about the day’s proceedings.

Alexandra Doytchinova, Managing Partner at Schoenherr Bulgaria, described the full-day event as extremely valuable. “It is always interesting to hear the views of other firms, working in other markets,” she said. “I believe it was really nice that during the panels people talked quite frankly about their experiences, so you could feel that it was really a sharing of thoughts and informa- tion, which is much appreciated, because this is how you can get up-to-date and measure if you are on the right way, and if you have the right understanding of things.”

In addition, Doytchinova said, the Dealer’s Choice event brought together friendly competitors and a good collection of regional practitioners. “The event is fantastically organized, and the number of topics is exactly right. There should not be more in number, or people would get distracted. The panels were interesting, and people were really participating.”

Pavel Hristov, Managing Partner at Bulgaria’s Hristov & Partners law firm, highlighted the ben- efits of the event from another side. “I personally liked this event because it fills a void for CEE lawyers, who so far have not had a platform – a venue where, besides exchanging business cards, they can also exchange valuable ideas and initiatives.”

Hristov also suggested that next year he would be interested in learning more about how Brexit and other major developments in the global economy are changing conditions in CEE’s legal markets. “Will English law continue as parties’ preferred governing law for transactions, or will we change to other foreign laws?,” he wondered.“I think these are important questions.”

Renata Petkova, Partner and Leader of Deloitte Legal’s practice in Bulgaria,suggested that she would be interested in a session considering the increasing role of the Big4 in the legal market, as they increase their ability to compete with international and major local law firms.

Kocian Solc Balastik’s Partner Christian Blatchford said that he appreciated the opportunity to meet other members of the extendedCEELM family, including people about whom he had so far only read about in the CEE Legal Matters magazine. “We see the deals, the partner moves and so on, and it is good to put faces to the names. I would not say that I heard many new things during the panels, but there are certain things which you need to hear repeatedly in order for the message to sink in. For example, we all have to think about legal tech, but we can tend to forget about its importance day to day. The conference has therefore succeeded in raising awareness about important issues.”

Finally, the participants slowly dispersed in small groups or pairs, immersed in talks with old and new friends, and considering the many subjects discussed during the day.

36 CEE Legal Matters Dealer’s Choice July 2018

CEE Legal Matters Staff Writer Hilda Fleischer reviews the Dealer’s Choice agenda

CEE Legal Matters Head of Operations Ginte Neverauskaite handles check-In

CEE Legal Matters 37 July 2018 4th Annual CEE GC Summit

Scaling the Summit: The 4th Annual CEE GC Summit

38 CEE Legal Matters 4th Annual CEE GC Summit July 2018

CEE Legal Matters 39 July 2018 4th Annual CEE GC Summit

Scaling the Summit

On the 7th of June, less than eight hours after saying final most challenging tasks an in-house lawyer can face,” said good-byes to the private practitioners attending the Deal Edit Rosta, General Legal Counsel for 3M. “The idea of of the Year Awards Banquet, CEE Legal Matters greeted having an in-house legal department usually means that the hundred plus in-house counsel attending the fourth the business of the company has reached such a level of annual regional General Counsel Summit, located this year complexity where such activity is badly needed, but at the at the Congress Center of Prague’s Czech National Bank. same time employees who have perhaps never worked with an internal lawyer may consider it as an unfriendly The GC Summit provides a two-day forum for General step the company takes in order to restrain their previous Counsels across industries, sectors, and jurisdictions to freedom in making business decisions.” According to Ros- exchange information about best practices, review strat- ta, learning the rules of a company is time consuming, but egies for effective time and personal management, con- she thinks the real challenge in creating a new in-house sider methodologies for dealing with boards and external function is establishing a cooperative relationship with col- counsels, receive compliance updates, and much more. Of leagues so that, within a short period of time, they are able course, the event also provides an extremely valuable op- to realize the enormous added value of a legal professional portunity to meet with peers, and learn about shared chal- who speaks their language and understands their business lenges, frustrations, and responsibilities, while making val- from inside out. “Once this is done, the war is won, all the uable new connections and establishing new friendships. daily battles will be relatively easy to win – or lose, as the case may be.” The panels and presentations of the Summit covered a wide scale of topics, focusing on Day One around ques- One important challenge that General Counsels must ac- tions such as how to create greater efficiency for the in- cept is building up a successful compliance culture. The house legal function, how to build up the in-house legal panel discussing that challenge touched upon topics like function from scratch, and how to build up a successful what budget is necessary to create and implement such compliance culture. compliance programs, ensuring business ownership for compliance, and the extent of the compliance counsel’s “I was honored to participate in the CEE GC Summit for responsibility for the program. “In my speech I specifically the first time,” commented Tom Hammack, Chief Coun- mentioned that Compliance Counsels and General Coun- sel at the European Bank for Reconstruction and Devel- sels assuming the role of Legal and Compliance should opment, who gave the Keynote Presentation on “Creating involve themselves in business processes and should know Greater Efficiencies in the In-House Legal Function” to the business targets in order to be able to challenge how lead off Day One of the event. “Given the ever-increasing the company will be achieving these targets,” explained tightening of belts in in-house legal functions, in my pres- Olga Ivanchenko, Senior Compliance Counsel at Oracle, entation, I attempted to shed some light on what our large adding that in her opinion, Compliance Counsels are not legal department is doing to address efficiency drives in responsible for setting the compliance culture, but instead the area of outside counsel and knowledge management, for promoting and facilitating the programs, educating the and some of the initial results of such campaigns. I hoped company’s workforce, and engaging in compliance discus- it was of interest and benefit to attendees.” sions. “They help business leads enforce the compliance initiatives and remediate conduct which is not in line with “Building up a legal department from scratch is one of the the company policies.”

40 CEE Legal Matters 4th Annual CEE GC Summit July 2018

Registration and coffee time. Day One Chairman Jonathan Marks of Slaughter and May opens the 4th CEE GC Summit.

Tom Hammack of the EBRD discusses how to create greater efficiencies in the in-house legal function. Richard Bacek of Siemens explains his ap- proach to building internal legal literacy.

Nataliya Belova of Inchcape moderates a panel discus- Where Operations and Legal Meet: sion on how to build an in-house legal function from Former EnduroSat General Counsel scratch consisting of Aneta Martiskova pof Glencore, Vladislav Nikolov shares his experience Svitlana Yazykova of modnaKasta; and Edit Rosta of 3M. in moving from his previous role to COO.

CEE Legal Matters 41 July 2018 4th Annual CEE GC Summit

When it came to the topic of how General Counsels can novative culture are, in the first place, our senior leaders maximize the value of input from external counsel, Balazs who need to give their staff the inspiration, the freedom, Kokeny, Head of Legal at Nokia in Hungary said that if he and the support they need to innovate,” she said. “Support had to sum up in one sentence, “external lawyers should at means funding, dedicated staff or dedicated time for inno- all times become the trusted business advisors of a Gen- vative projects, and a proper working environment. Legal eral Counsel and should deliver tailor-made solutions to staff also needs to be empowered to act autonomously, be complex issues.” exposed to work in small innovative communities to ben- efit from diverse areas of specialization, approaches and After a busy but meaningful day with eight presentations skills. And they need to develop new skills & competences and three panel discussions, participants gathered for a re- like technical skills such as IT knowledge, coding under- ception and gala dinner at the Convent of St. Agnes of standing, data analysis, project management and further Bohemia, located in the center of Prague. In a medieval broaden their knowledge and expertise to be able to quick- atmosphere, with gentle live music, attendees were able to ly understand the problems and the changing customer engage with each other in a social setting, and – while en- demands and find as fast as possible the best solution to it. joying some Czech delicacies – to the discuss the challeng- And here I think we play an important role as coaches and es of their profession, while kicking back and unwinding as facilitators of this development.” after a full day of sessions with a glass (or, for some, more) of wine. Staying within the general subject of mechanization, sub- sequent panels touched upon specific topics like in-house The second day of the Summit started on the morning of robotization and the importance of technology in the le- the 8th with a special presentation by Sasha Borovik, CFO gal function, as well as broader topics such as crisis and & General Counsel at the CloudEO startup on the impact cross-border team management. of blockchain and cryptocurrency on companies and the ways General Counsels can keep up with the pace of in- “Companies are sitting on tremendous amounts of inac- novation. “A year ago, the World Economic Forum in its tive data which can be re-purposed to improve internal white-paper identified the Distributed Ledger Technology processes and save time and materials,” explained Vasile – aka blockchain – as the platform for the next industrial Tiple, General Counsel of Romanian software automation revolution,” he said. “Not surprisingly, the DLT and the company UiPath. “These few considerations are generally related business models are attracting attention. This is the applicable irrespective of the domain in which a company time for businesses to experiment with blockchain.” He activates,” he explained, noting that, “although the variety added that the rapid development of these tools is creat- of processes and amount of inactive data that can be used ing many challenges for in-house counsels as, similar to for the benefit of better internal efficiency and compliance the Internet in the early days, blockchain remains largely may be different from company to company,” depending unregulated and not widely understood. “Business leaders on the rules it is given, a robot can compare documents, will be increasingly looking at their counsel, who should be flag changes, and replace provisions – with all actions be- ready to answer their calls,” he insisted. ing registered and kept for auditing purposes. “This is only an example of small tasks and review of low risk docu- Ioana Regenbogen, Head of Legal & Corporate Affairs at ments which can be given to a legal robot,” he added. ING, Romania, agreed that over the next few years innova- tion and technology could indeed have a disruptive effect Ellison, Partner at Slaughter and May emphasized on the legal sector, even if much of the technology ap- that the crisis management panel he moderated provided pears at the moment to have a relatively low level of matu- attendees with important information on how businesses rity and sophistication. “However, innovation, transform- should handle a corporate crisis. “Lawyers play an increas- ative or not, may lead to better or faster legal services, save ingly important role in dealing with crises and reputational costs, and free up time for more strategic, higher-added issues and it was really valuable to share insights into how value legal work,” she emphasized, adding that as a result, corporate legal counsel are tackling these challenges,” he it is important to build the necessary capacity to innovate said. “What emerged in particular was the need for law- in the legal function by transforming the culture towards yers to build a multi-disciplinary team which, depending experimentation, questioning of assumptions, and exerting on the type of crisis, could include legal, finance, commu- smart risk control or mitigation. “The catalysts of an in- nications, and IT.”

42 CEE Legal Matters 4th Annual CEE GC Summit July 2018

Implementing the GDPR: One of sev- eral round table discussions held in parallel to the main stage sessions. Changing Sides: From Managing Partner to General Counsel: Former International Law Firm Partner Tolga Ismen describes his transition to Chief Legal Officer for the Sisecam Group.

CEE Legal Matters Executive Editor David Stuckey leads a panel on maximizing input from external counsel consist- ing of Alexey Amvrosov of IBM, Balazs Kokeny of Nokia, and Tereza Simanovska of APS Holding. Nataliya Belova of Inchcape talks about how she managed a change in senior management within her company.

Marek Szydlowski, Chief Legal and Com- Richard Jones, Jonathan Marks, and Julia Adams of pliance Officer at Discovery, Inc. explains Slaughter and May give guidance on handling corporate how to adapt to new systems in the after- scandals in their Where are the Lawyers? session. math of a company acquisition.

CEE Legal Matters 43 Complexity. We untangle it.

Globalisation means that the world is increasingly interlocked. Yet the law remains frustratingly local. With a network of 4,949 people in 44 offices across 31 countries, we can offer you the perfect combination of local expertise and a global outlook. You can be assured of the depth of our experience. As the rate of legal change accelerates, and multi‑jurisdictional work becomes the norm rather than the exception, our approach provides our clients with the clear vision they need to drive their businesses forward.

Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. © Allen & Overy 2016 allenovery.com

CS1604_CDD-44885.indd 1 11/04/2016 15:18 4th Annual CEE GC Summit July 2018

Vojtech Prerovsky of AXA, Michaela Jandova Sasha Borovik, CFO & General Counsel of Cloud- of Deloitte, Dmitry Kuravkin of Admiral Mar- EO, opens Day Two of the GC Summit by talking kets Group, and Ivanchenko Olga of Oracle about Blockchain and Cryptocurrency technolo- discuss building a compliance culture. gies from a General Counsel perspective.

Ioana Regenbogen of ING shares insight on in- Vasile Tiple of UiPath explains how his company creasing innovation within the legal function. builds automated solutions for their legal function.

Prokop Verner of Allen & Overy leads a panel on technology and the legal function consisting of Alan Nerad- ny of Accenture, Julius Vainoris of Vinted, Alex Gross of DROOMS, and Vasile Tiple of UiPath.

CEE Legal Matters 45 July 2018 4th Annual CEE GC Summit

Looking Back and Looking Ahead

“Allowing for reflection on what you can do better as a Executive Editor Radu Cotarcea. GC is what these two days are all about” explained Vai- “It’s important that we thank those firms who contributed da Stockunaite, Events Producer at CEE Legal Matters, so much to its success. We were honored to have Slaugh- who played a key role in organizing the Summit.“Knowing ter and May, Allen & Overy, Drooms, Stratulat Albules- what the latest trends in your function in leading compa- cu, Drakopoulos, and PONTES at our side in Prague,” nies are, whom to turn to when you need business advice, he added. or simply getting the assurance that your peers are facing similar challenges can be priceless sometimes, and I hope “This is the 4th edition of the GC Summit, and it was an- that the attendees will benefit from the new connections other success,” Cotarcea continued. “We’ve learned a great they made at our event.” deal and we’re blessed with a hyper-involved network that is always keen to share their thoughts as to what the agen- “Of course, we would not be able to put this event togeth- da of the Summit must include, and we work hard every er without the considerable input from our sponsors, who year to improve and to grow both in reach and depth of don’t just make it commercially possible, but also add a the topics covered. That is our challenge, and we are ea- great deal of insight in terms of preparing the agenda and gerly looking to meeting it at the 2019 Summit – our fifth the content delivered on stage,” said CEE Legal Matters – next summer in Vienna.”

Summit Sponsors

46 CEE Legal Matters 4th Annual CEE GC Summit July 2018

Jordan Ellison of Slaughter and May moderates a panel on Crisis Veon Legal Director for Eur- Management featuring the perspectives of General Counsel Gligori- Olga Prokopovych offers je Brajkovic of Unicredit Bank Serbia and Michael Shasheen of EY and a case study on ongoing reg- and PR specialists Mate Bende of Pro Lawyer Consulting and Georg ulatory monitoring in the af- Baldauf of Greenberg Advisory. termath of a crisis.

Lithuanian Post Head of Legal Gabija Kuncyte recommends a change in how General Counsel in the region perceive and manage their in-house teams.

Gabija Kuncyte leads a panel on how to manage cross-border teams consisting of Michael Shasheen of EY, Richard Bacek of Siemens, and Olga Prokopovych of Veon.

CEE Legal Matters 47 July 2018 Deal Of the Year

Deal of the Year Awards Banquet

48 CEE Legal Matters Deal Of the Year July 2018

CEE Legal Matters 49 July 2018 Deal Of the Year

Standing on Ceremony

After a valuable and information-rich day of panel discus- are none with the Central European focus of the Deal- sions on important business development and law firm er’s Choice conference and Deal of the Year Awards,” management topics, participants reconvened that evening said Ronald Given, Co-Managing Partner of Wolf The- (and were joined by several dozen newcomers) at the first iss Warsaw office, who added that the date of next year’s ever CEE Legal Matters Annual Banquet and Deal of the event is already circled on his calendar. “Bringing together Year Awards Ceremony – a celebration of CEE’s legal practitioners that really work this distinct market creates an markets and the lawyers who work within them. Awards atmosphere of engagement, collegiality, and genuine net- were presented for 17 qualifying markets in CEE – plus working. And when you come away with an award from a surprise award for overall CEE Deal of the Year – with there, you know you have earned a significant nod of ac- many of the lawyers playing key roles in nominated deals knowledgement from your peers.” joining the celebration.

The festivities began quickly in Slovansky Dum’s Empire ”We were as delighted with the banquet as winners were Hall, with good food, drinks, and a live jazz band setting with their awards,” said David Stuckey, Executive Editor at the mood. Eventually, announcements of the various CEE Legal Matters. “It was a great success, and we were nominees and ultimate winners were made by various close pleased to have so many high quality law firms represent- friends of CEE Legal Matters called to the stage by Ed- ed, from so many countries. That reflects the value the best itors David Stuckey and Radu Cotarcea, often generating law firms in CEE place on these awards, and is a profound laughter as presenters from one linguistic culture struggled demonstration of their significance to the region.” He with the names of firms from another. smiled, adding: “The evening went by in a blur – so many people, so much laughter, good music, good food, and a “Although there are many award ceremony events, there great venue. We’re already excited about next year’s event!”

50 CEE Legal Matters Deal Of the Year July 2018

Noerr Czech Republic Managing Partner The strong Bulgarian contingent Barbara Kusak enjoys the event is ready to party

The all-important envelopes

Hugh Owen of Go2Law announces the Deal of the Year for Austria

Schoenherr Partner Roman Perner accepts the Deal of the Year Award for Austria

CEE Legal Matters 51 July 2018 Deal Of the Year

Winner: Austria

Merger of Raiffeisen Zentralbank Oesterreich AG with Raiffeisen Bank International AG

transaction between group companies; but it was report- Raiffeisen Bank International AG (Schoenherr) ed to be among the largest corporate reorganizations in Austria, involving the merger of two banks, with one of Raiffeisen Zentralbank Oesterreich AG (bpv Hugel) them being a listed company – certainly not an everyday transaction. Summary: Schoenherr advised Austrian Raiffeisen Bank International AG on its merger with unlisted Raiffeisen Although it was a transaction among group companies, Zentralbank Oesterreich AG, which was advised by bpv rules of fairness and at-arm’s-length principles clearly had Hugel. As a result of the deal, Raiffeisen Landesbank- to apply. Usually we try to live up to the tradition of involv- en (the former majority shareholders of RZB) will hold ing external counsel only if needed; here we were working 58.8% of RBI and the rest will be free float. with a team of 3-4 lawyers in-house, but at the same time went so far as to engage separate outside counsel for both Schoenherr’s comment: “The merger of RZB into listed RZB and RBI to make differences of opinion transpar- RBI represents the largest corporate reorganization in the ent and firm up internal assessments. And in all fairness, Austrian financial sector to date (over EUR 4 billion) and ‘family affairs’ can sometimes be more heated than a battle was one of the ten largest deals in Europe in the first half between strangers. But as the final transaction is perceived, 2017. The merger improved the banks’ own funds position it appears we managed it well. and simplified the group’s governance structure.” Secondly, in a regulated industry the coordination of noti- Robert Kaukal, Head of Legal Services Corporate, fications to regulators across CEE was a piece of art in its Raiffeisen Bank International: “From an internal per- own right – in particular when apparently harmonized EU spective, the merger between RZB and RBI was an im- laws are not construed consistently.” portant milestone in the group’s history; it helped improve our group’s capital position, entailing a clearer definition Final Selection Committee Member: “A milestone of relationships with our main shareholders and stream- corporate reorganization transaction in terms of volume, lining organizational structures. On its face it was only a complexity, and market recognition.”

“We are delighted to be recognized by CEE Legal Matters for the outstand- “We are honored that our work on the merger between ing advisory work that Schoenherr has conducted for the merger of RBI with RZB and RBI has been recognized by the peer-judges RZB. The merger is considered to be the largest corporate reorganization for the first ever CEE Legal Matters Deal of the Year in the Austrian banking sector to date. Owing to the excellent RBI Legal Award for Austria. Together with the exceptional teams Team and the great collaboration in our cross-border team, we were able to of RZB and RBI the complex and significant transac- work on this complex mandate in an integrated fashion. Overall 20 Schoen- tion was structured and successfully executed within the herr specialists in banking regulatory and corporate/m&a from seven CEE quite tight time frame. As the award is specifically hon- countries were involved in the project. This award illustrates that Schoenherr oring CEE-related transactions it is also evidencing the is not only strong in individual jurisdictions, but across the CEE region.” strength of bpv in the CEE region.” – Roman Perner, Partner, Schoenherr – Christoph Nauer, Partner, bpv Hugel

52 CEE Legal Matters The Winners July 2018

Freshfields Bruckhaus Deringer Partner Willibald CMS Partner Aniko Kircsi Accepts Deal Plesser announced Deal of the Year for Bulgaria of the Year Award for Bulgaria

Divjak, Topic & Bahtijarevic Partner Mate Lovric ac- cepts the Deal of the Year Award for Croatia

Karanovic & Nikolic Managing Partner Rastko Petakovic announces the Deal of the Year Award for Greece

Kocian Solc Balastik Partner Christian Blatchford accepts the Award for the Czech Republic

CEE Legal Matters 53 July 2018 Deal Of the Year

Winner: Bulgaria

Hugo Pfohe Sale of Moto-Pfohe Group to Sumitomo Corporation

Seller: Hugo Pfohe GmbH (CMS) market as a whole …The Seller was committed to bringing the best possible strategic investor for the business. There- Buyer/Winning Bidder: Sumitomo Corporation (Wolf fore, it organized a very competitive and transparent ten- Theiss) der, which resulted in the participation of European and world leaders in the sector, awarding the winning bid to Summary: CMS advised Hugo Pfohe GmbH on the le- Sumitomo Corporation, one of the largest integrated trad- gal aspects of a competitive tender to sell Bulgaria’s Mo- ing and investment groups, with a 400 year history, USD to-Pfohe Group, with Wolf Theiss advising the winning 69 billion in assets, and around 800 group companies.” bidder, the Sumitomo Corporation. The deal is reported to be the largest ever in the automotive sector in Bulgaria. Final Selection Committee Member: “The cross-bor- der element, the complexity and the automotive sector CMS Comment: “This was the largest deal in the auto- (a departure from the classic real estate deals in Bulgaria) motive sector in Bulgaria to date, and substantial for the make [this deal] my choice for deal of the year in Bulgaria.”

54 CEE Legal Matters The Winners July 2018

Winner: Croatia

Arriva Acquisition of Majority Stake in the Autotrans Group

Buyer: Arriva (Divjak Topic Bahtijarevic; ket in the last year. Arriva operates in 14 countries across BDK Advokati) Europe, employing around 60,000 people and delivering Seller/Target: Autotrans Group (Mamic Peric Reberski more than 2.2 billion passenger journeys every year. In Rimac) 2016 Arriva had revenues of more than EUR 5 billion and it invested EUR 359 million in its operations throughout Summary: Divjak, Topic & Bahtijarevic advised Arriva on the continent.” its acquisition of 78.34% of the Autotrans Group, making Arriva the largest private bus operator in Croatia. Mamic Piers Burgess, Head of Group Legal, Arriva: “It was Peric Reberski Rimac advised the sellers on the deal, which an exciting deal, very professionally run on both the sell gives Arriva a 25-30% market share. side and the buy side, and it enabled Arriva to significantly grow our business coverage in Croatia.” Divjak, Topic & Bahtijarevic Comment: “The deal is especially interesting due to its complexity; we believe it to Final Selection Committee Member: “A ground-break- be one of the most interesting deals on the Croatian mar- ing deal for the transport business in Croatia.”

CEE Legal Matters 55 July 2018 Deal Of the Year

Winner: Czech Republic

Agrofert Transfer of Shares to AB Private Trust

Owners of the shares: Agrofert and SynBiol (Kocian to create a structure which implemented legal theory in Solc Balastik) practice with no precedent to follow. This was moreover one of the largest asset transfers on the Czech market, and Summary: Kocian Solc Balastik advised on the transfer therefore, subject to considerable media attention.” of 100% of shares in Agrofert, a.s. and SynBiol, a.s. to two private trusts (AB private trust I and AB private trust Final Selection Committee Member: “Having the guts II) to secure Agrofert’s compliance with the Conflicts of to try new structures untested on the market should be Interest Act binding on public officials. rewarded, specifically when the law firm manages to still give the client the comfort that the aim will be legally and Kocian Solc Balastik Comment: “Trusts did not exist in reliably achieved and while the transaction is in the focus Czech law before 2014. It was therefore a unique challenge of public attention.”

“We are honored to have been recognized by CEE Legal Matters for the challenging advisory work that we conducted for our client, and it is a great privilege for us to accept this prestigious award. The whole team put enormous effort into the transaction, which was unique for many reasons. We would especially like to thank the client for the opportunity to assist them on such a significant transaction.” – Dagmar Dubecka, Managing Partner, Kocian Solc Balastik

56 CEE Legal Matters The Winners July 2018

Shearman & Sterling Partner Pawel Szaja accepts TGS Baltic Latvia Managing Partner Ivars the Deal of the Year Award for Greece Grunte accepts the Award for Latvia

PRK Partners Partner Roman Pecenko Announces the Deal of the Year Award for Lithuania

CEE Legal Matters Events Producer Vaida Stockunaite prepares the next award

Tsvetkova Bebov Komarevski Partner Ilya Inchcape Head of Legal for Russia Natalia Belova an- Komarevski accepts the Deal of the Year nounces the Deal of the Year Award for Russia Award for Romania

CEE Legal Matters 57 July 2018 Deal Of the Year

Winner: Estonia

Providence Equity Partners’ Acquisition of Baltic Subsidiaries of Modern Times Group

Seller: Modern Times Group (Cobalt; Hamilton; Fort Cobalt Comment: “The transaction was the largest ac- Legal; Skopina & Azanda) quisition in the Baltics in 2017. The sale reflected MTG’s Buyer: Providence Equity Partners (Sorainen; ongoing transformation from a traditional national broad- Mannheimer Swartling) caster into a global digital entertainer, capitalizing on rapid changes in consumers’ media consumption habits. MTG Summary: Sorainen and global counsel Mannheimer will use the proceeds from the sale to transform the com- Swartling advised Providence Equity Partners on the ac- pany further.” quisition of the Baltic businesses of Swedish media hold- ings Modern Times Group. Cobalt, ’s Hamilton law firm, Fort Legal, and Skopina & Azanda advised the Final Selection Committee Comment: “The demands Modern Times Group on the deal. The total disclosed val- of an international PE buyer in the TMT sector are never ue of the acquisition in all three Baltic States is EUR 115 straightforward, especially in a country like Estonia which million – equivalent to 12 times FY 2016 EBIT. is in the vanguard of the digital revolution.”

“This acquisition by Providence Equity Partners of the pan-Bal- “This, the biggest ever Baltic media deal, involving all of tic business of Modern Times Group was the largest M&A deal MTG-s Free-Tv, Pay-Tv, digital and radio assets in the re- in the Baltics in 2017 and also the largest deal to date in the Bal- gion, which took several years to plan, six months to sign and tic media industry. Therefore it would well qualify for the Baltic negotiate and then a further six months to complete, was a true Deal of the Year award if there was one. The deal also shows that marathon with very close and ultimately successful cross-border major international investors trust the Baltics – the buyers hailed co-operation of all the parties and their advisers – as such it the Baltic countries’ business friendly environment and called it an was a worthy winner of the Award and a great testament to ‘exciting region’ – something I can only agree with.” the skills of the people involved! It was a privilege to have been – Laimonas Skibarka, Co-Managing Partner, involved from start to finish! Thank you again to everybody!” Sorainen – Rene Frolov, Managing Partner, Fort Legal

58 CEE Legal Matters The Winners July 2018

Winner: Greece

Attica Bank NPL Securitization

Seller: Attica Bank (Zepos & Yannopoulos; market discussions on how to best tackle non-performing Shearman & Sterling) portfolios and a series of legislative measures aiming to attract investors and create a secondary market for NPLs. Summary: Zepos & Yannopoulos and Shearman Sterling The transaction is expected to step up the creation of an advised Attica Bank SA, a Greek medium sized bank, on efficient, long awaited, secondary market for non-per- the securitization of non-performing loans and future re- forming loans in the Greek market which holds a total of ceivables from the EUR 1.3 billion sale of real estate and EUR 103 billion of non-performing exposures (according on the sale of the portfolio to a Luxembourg SPV. to the latest Bank of Greece data). It allows for efficient trenching of portfolios and gives investors’ confidence for Zepos & Yannopoulos Comment: “The transaction is the robustness of the validity and enforceability of the the first NPL securitization in Greece that closed after the deal. The legal technology used for this transaction offers passing, in late 2015, of a law introducing (among other a seamless legal structure for future deals.” things) new rules for the sale of banking receivables. It is also the first disposal of a large non-performing loan Final Selection Committee Member: “First of its kind portfolio by a Greek bank. It came after a long period of must always be appreciated.”

“We are very happy and proud to receive the CEE deal of the year award for Greece. Our firm is committed to provid- ing innovative and comprehensive legal advice to corporations conducting business in Greece. The recognition of our efforts is extremely rewarding.” – Dimitris Zepos, Partner, Zepos & Yannopoulos

CEE Legal Matters 59 July 2018 Deal Of the Year

Winner: Hungary

Waberer’s IPO

Citigroup and Berenberg as Joint Global Coordinators, lar represented the Mandated Lead Arrangers. Citigroup, Berenberg, Erste Group, and Renaissance Cap- Kinstellar Comment: “Waberer’s IPO is Hungary’s big- ital as Joint Bookrunners, Erste Group as Mandated Lead gest public listing in more than a decade. This landmark Arrangers (Kinstellar; Shearman & Sterling ) transaction represents a major milestone for the Waberer’s Issuer: Waberer’s International strategic growth and may give a shot in the arm to the Hungarian market currently dominated by four blue-chip Selling Shareholders: Mid Europa Partners (Lakatos, stocks.” Koves & Partners; White & Case) Timea Toth, Chief Legal and Compliance Officer at Summary: Lakatos, Koves and Partners and White & Waberer’s Group: Waberer’s IPO was Hungary’s biggest Case advised Mid Europa Partners on the IPO of Waber- public listing in more than a decade. The proceeds of the er’s International Nyrt., one of Europe’s largest haulage IPO allowed Waberer’s to complete the acquisition of and logistics companies. Shearman & Sterling and Kinstel- LINK in Poland.”

60 CEE Legal Matters The Winners July 2018

Winner: Latvia

AS Augstsprieguma Tikls Acquisition of Stake in Conexus Baltic Grid from Uniper

Buyer: AS Augstsprieguma Tikls (TGS Baltic) Ellex Klavins Comment: “The transaction will be con- sequential to the remaking of the energy market in CEE. Seller: Uniper Ruhrgas International (Ellex Klavins) Twenty years after Latvia privatized the national gas com- Summary: Ellex Klavins and EY Latvia advised Uniper pany, the State is executing a strategy to re-take control of Ruhrgas International GmbH on the sale of its stake in AS the gas transmission and storage infrastructure in Latvia, Conexus Baltic Grid, Latvia’s unified natural gas transmis- as the State views this to be of strategic importance for re- sion system operator and natural gas storage system oper- gional energy security. The State’s aim is the establishment ator. The buyer, AS Augstsprieguma Tikls, was advised by of a regional gas market in the Baltic States and TGS Baltic. by 2020.”

“TGS Baltic is incredibly proud to receive the Deal of the Year Award “The Deal of the Year Award for advising Uniper in the for Latvia for two almost simultaneous transactions by the state-owned sale of its stake in CBG to the State of Latvia spotlights AS Augstsprieguma Tikls acquiring 18.31% of shares of AS Conex- the ability of the Ellex M&A and energy team to deliv- us Baltic Grid from Uniper and 16.05% of shares from ITERA: Both er excellence to its client in a single transaction. However, absolutely unique transactions due to being an atypical acquisition by the we take pride in our continuous service over the lifetime state of a commercial company. The purchase of 34.36% of shares in of our client’s investment in Latvia. From the privatiza- Conexus is an important state energy independence and safety issue. The tion of the gas sector in 1997–through share disposition aim of purchasing of the transmission system operator and the owner transactions twenty years later, achieved in parallel with of one of the most modern natural gas storage facilities in Europe – the gas market unbundling in Latvia–each step required Incukalns underground gas storage, an important strategic object in the the crafting of novel solutions to safeguard the client’s in- Baltic Sea region – is to continue the formation of regional gas market of vestment and interests.” the Baltic States and Finland by 2020.” – Liga Merwin, Managing Partner, – Andra Rubene, Partner, TGS Baltic Ellex Klavins

CEE Legal Matters 61 July 2018 Deal Of the Year

Winner: Lithuania

UAB Euroapotheca Acquisition of Apoteksgruppen from Sweden

Buyer: UAB Euroapotheca (TGS Baltic; 700 million). The biggest challenges were the timing and Hammarskiold & Co) the complexity of the deal. The entire process, from the distribution of the info memo to the signing of the SPA Seller: The Kingdom of Sweden and Private Entrepre- took two months. In fact there were two separate process- neurs (Lindahl; Cederquist) es: one in which the Kingdom of Sweden sold the fran- chise organization, and another in which more than 100 Summary: TGS Baltic and Sweden’s Hammarskiold & Co owners of pharmacies sold their companies operating one law firm advised UAB Euroapotheca, a Baltic and CEE or few pharmacies. Consequently, there were two VDRs, pharmacy retail and wholesale group, on its purchase of two biddings, two SPA negotiations, and so on. In some Swedish pharmacy chain Apoteksgruppen from the King- ways the complexity of the deal even helped with its exe- dom of Sweden and over 100 private entrepreneurs. The cution; having a tight timeframe, the enormous scope of sellers were advised by the Lindahl and Cederquist law the due diligence, and the complexity of negotiations kept firms. The value of the transaction was over EUR 171 all the team focused on the key topics, avoid distractions, million. and keep minor issues minor (meaning, we did not spend TGS Baltic Comment: “This is the biggest ever Lithua- time on addressing them during the M&A process, and nian investment into the Swedish market and considerably they are now being dealt with successfully). expands business relations not only between Lithuania and Sweden, but also between CEE and the North Europe- We really appreciate the work of our external advisors, an regions, forming one of the leading pharmacy chains who demonstrated extraordinary capabilities. Our conclu- in the Northern and Eastern Europe. After closing, Eu- sion: a good team is key in such a transaction. For those roapotheca will have over 600 pharmacies, the turnover of two months our team worked like a clock mechanism to which will amount to EUR 750 million.” bring us success in acquiring Apoteksgruppen.”

Oksana Kostogriz, Head of Legal & HR, Board Final Selection Committee Member: “As the big- Member, UAB Euroapotheca: “The acquisition of gest-ever Lithuanian investment into the Swedish market Apoteksgruppen in Sweden was a major transaction for this deal has been very complex, involving state-owned Euroapotheca. After the acquisition the consolidated reve- and over 100 different private individual sellers in a two- nue of the group almost doubled (from EUR 360 to EUR staged process.”

“UAB Euroapotheca’s acquisition of Apoteksgruppen from Sweden is an important milestone for Baltic businesses. It demonstrates that Baltic capital groups are ambitious and strong enough to compete on high-profile deals in the international arena. This is clearly one of the biggest M&A transactions in our market in 2017-2018 and it changes the historical capital flow, where international investors have been pouring capital into the Baltic markets. The transaction was especially complex, as it consisted of two separate transactions: the acquisition of AGHAB from the Swedish state and the acquisition of 156 pharmacies from close to 100 private sellers. It was a challenge to synchronize both processes and our work was benchmarked against the highest standards. In recent years, we advised Baltic clients in connection with M&A transactions in close to 20 foreign countries. We highly appreciate the continued trust of our clients and the recognition we receive for the work we do.” – Marius Matonis, Partner, Head of M&A, TGS Baltic

62 CEE Legal Matters The Winners July 2018

Baker McKenzie Partner Muhsin Keskin announc- Avellum Senior Partner Glib Bondar accepts the es the Deal of the Year Award for Poland award for CEE Deal of the Year for Ukraine

A moment of levity before the announcement of CEE Deal of the Year

Shearman & Sterling Partner Pawel Szaja accepts one of the firm’s three awards on Sayenko Kharenko Partner Anton Korobeynikov accepts the night from CEELM Executive Editor the firm’s award for Deal of the Year for Ukraine David Stuckey

CEE Legal Matters 63 July 2018 Deal Of the Year

Winner: POLAND

Mid-Europa Sale of Zabka Polska to CVC Capital

Seller: Mid Europa Partners (CMS; White & Case) CMS Comment: “This deal represents the largest trans- Buyer: CVC Capital Partners (Greenberg Traurig; action in the food retail sector in Poland, which is at the Orrick) same time the largest exit of a private equity fund from an investment project in our country. The sale followed fierce Summary: White & Case and CMS advised Mid Europa competition among private-equity players keen to get into Partners on the sale of Zabka Polska to funds advised by the Polish market, reaffirming Poland’s dominance in CEE CVC Capital Partners. Orrick and Greenberg Traurig ad- and attractiveness to international investors.” vised CVC Capital on the deal, which is the largest ever Final Selection Committee Member: “Probably the transaction in the Polish food retail sector and the largest blockbuster deal of the year for the region as a whole and ever private equity exit in Poland. one which every law firm would like to have worked on!”

“This award underlines the incomparable experience and leading market position of “We are so pleased to have been recognized by our M&A and banking teams providing top quality legal advice in Poland and in our peers for our role in this landmark deal. the CEE region. CMS has become the most frequently chosen M&A advisor on We’re thankful to our client CVC Capital the Polish market, working on the largest number of transactions in Poland. This for entrusting us to assist them in their most translates into additional experience and sector expertise that we offer to our clients. In important legal matters, and we look forward addition, knowledge of Central and Eastern European markets and close cooperation to continuing to partner with them on meeting with CMS lawyers from other jurisdictions allows us to follow clients to other markets their business goals.” in the region and effectively handle transactions in CEE.” – Shawn Atkinson, Partner, Orrick – Marek Sawicki, Partner, CMS

64 CEE Legal Matters S418 JSK inz CEE Legal Matters A4_04.indd 1 28/05/18 18:21 July 2018 Deal Of the Year

Winner: Romania

A&D Pharma Acquisition by Dr. MAX/Penta Investments

Seller: A&D Pharma (RTPR Allen & Overy) Also, the complexity resided in negotiations between par- ties, which were professionally sustained by the law firms Buyer: Dr. Max (Musat & Asociatii; Baker Mckenzie; assisting both parties. Strictly from the legal point of view, Havel, Holasek & Partners; Tsvetkova Bebov Komarevski; in such a complex transaction, besides M&A legal experi- Clerides, Anastassiou, Neophytou; Jan Evan Law Office) ence, a strong legal knowledge over all types of activities involved in the pharmaceutical industry was required in Summary: RTPR Allen & Overy advised the shareholders order to ensure a successful transaction. The same com- of A&D Pharma on the sale of the entire group to the plexity existed during the process of notification of the Dr. Max pharmacy network, owned by Penta Investments. merger to the Competition Authorities of Romania, Bul- Romania’s Musat & Asociatii coordinated the firms across garia, Poland, and the Czech Republic, especially due to multiple jurisdictions providing legal advice to the buyers. the high number of relevant retail markets and the special regulations applicable in such mergers of pharmacies. RTPR Allen & Overy Comment: “A&D Pharma group is the largest pharma group in Romania, operating wholesale, The dynamism of the deal is a consequence of this com- retail and marketing & sales services for pharmaceutical plexity, related to the duration between the moment when products and it also has significant operations in CEE. the negotiations started (in May 2017) and when the agree- This transaction was considered the largest M&A transac- ment was signed (in November 2017). The deal was closed tion in the pharmaceutical industry in Romania in 2017.” on April 19, 2018. I strongly believe that such a short period for finalization Mihaela Scarlatescu, Head of Legal & Compliance, of the deal can only be achieved as the result of the highly A&D Pharma: “Taking into consideration just this short professional teams involved in the process – both Penta’s presentation of A&D Pharma, I feel compelled to high- and A&D Pharma’s, together with all their consultants. light the complexity of the due diligence process, which created a huge volume of work for all involved parties – Final Selection Committee Member: “A&D has the size both on the buyer and seller side – both in structuring and deal importance that makes it a contender for me. The the DD process and also in collecting and presenting the fact that a number of jurisdictions were directed out of documentation for legal evaluation. Romania seals the deal in my view.”

“I am honored that our law firm was nominated to receive the Deal of the “We are honored to receive the Deal of the Year Award Year Award. Working on the buy side for A&D Pharma acquisition for Romania, this is a fantastic achievement for our by Dr. MAX/Penta Investments! Winning such award for a regional M&A practice and recognition of a landmark transac- deal is very special and particularly precious for us. I am incredibly proud tion. This award is testament to RTPR Allen & Overy’s of our team. Without their drive, commitment, knowledge of the pharma market-leading position in Romania and a real tribute to sector, and M&A expertise, this would not have been achievable. Working the team work, talent, and commitment of our experienced together with our Romanian colleagues from Musat & Asociatii was a very and dedicated lawyers.” enriching experience!” – Costin Taracila, Managing Partner, – Irina Tsvetkova, Managing Partner, RTPR Allen & Overy Tsvetkova Bebov Komarevski Attorneys-at-Law

66 CEE Legal Matters “One of the most experienced firms on the market”, RTPR Allen & Overy “provides high-quality and timely assistance”

Client quote, Legal 500 2017

We’re proud of our people. And their success.

CEE Legal Matters Awards: Deal of the Year Award for Romania Band 1 – M&A practice in Romania, IFLR1000 2018 – A&D Pharma’s sale to Dr. Max/Penta Investments Tier 1 – Banking and finance practice in Romania, Legal 500 2018 CEE M&A Awards 2017: Exit of the Year 2016 and Private Equity Deal of the Year 2016 – Enterprise Investors’ sale of Profi to Tier 1 – Capital markets practice in Romania, Legal 500 2018 Mid Europa Partners Tier 1 – EU and competition practice in Romania, Legal 500 2018 Ziarul Financiar Lawyers’ Gala Awards 2017: Largest Deal of the Year in the Medical services sector – MedLife’s IPO Tier 1 – Energy and natural resources practice in Romania, Legal 500 2018 Tier 1 – Commercial, Corporate and M&A practice in Romania, Legal 500 2018 Band 1 – Banking and finance practice in Romania, IFLR1000 2018

Band 1 – Corporate and M&A practice in Romania, Chambers Band 1 – Capital markets practice in Romania, IFLR1000 2018 Global 2018

Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. © Allen & Overy 2017 allenovery.com

CS1807_CDD_51960.indd 1 27/07/2018 16:23 July 2018 Deal Of the Year

Winner: Russia

FESCO Restructuring

Client: Far Eastern Shipping Company (Cleary Got- businesses in Russia, with operations and assets in multi- tlieb Steen & Hamilton; Ogier; Loyens & Loeff; Chrysses ple jurisdictions. Pre-restructuring, the group was highly Demetriades & Co) leveraged, having listed debt, a number of bilateral facility Financer: VTB Bank PJSC (Herbert Smith Freehills; Ad agreements, securities financing agreements and finance hoc group of bondholders; Dechert LLP) leases. We undertook a detailed analysis of the group’s financing arrangements; the insolvency and security en- Summary: Cleary Gottlieb Steen & Hamilton, Ogier, forcement risks; and a conflicts of laws analysis which was Loyens & Loeff, and Chrysses Demetriades & Co, advised particularly complex given that several entities within the the Far-Eastern Shipping Company PLC and its subsidi- group have strategic importance and are subject to sepa- aries on a new scheme of arrangement sanctioned by the rate legal requirements.” High Court of Justice of England and Wales via an order dated November 3, 2017. Herbert Smith Freehills advised Final Selection Committee Member: “Restructurings VTB Bank PJSC and Dechert advised the ad hoc group of tend to be very involved deals (fees billed typically dwarf bondholders. other transactions) and so, given that this is one of the Cleary Gottlieb Steen & Hamilton Comment: “FES- largest transport companies in Russia, that would make it CO is one of the largest public transportation and logistics a very complex deal.”

“We were delighted to receive this award for our work advising Far Eastern Shipping Company in its restructuring. Owing to the nature of FESCO’s financing arrangements and various creditor groups, as well as the fact that it has operations and assets in multiple jurisdictions, this was a particularly complex transaction. Only by conducting a comprehensive analysis of all the key issues were we able to develop a successful restructuring plan for the group. Putting that plan into action then required us to co-ordinate a large number of moving parts at the same time and compress the scheme timetable to just over a month.” – Polina Lyadnova, Partner, Cleary Gottlieb Steen & Hamilton

68 CEE Legal Matters The Winners July 2018

Winner: Serbia

EBRD and IFC Financing of Vetroelektrane Balkana - Cibuk 1 Windfarm

Lender: EBRD & IFC (Karanovic & Nikolic; Norton Marie-Anne Birken, EBRD General Counsel: “This Rose Fulbright) project was challenging, as it involved trying to create ef- Borrower: Vetroelektrane Balkana (Maric i Mujezinovic fective security under Serbian law, which had not previous- law office in cooperation with Kinstellar; Shearman & ly been attempted. Notably, the wind farm was divided up Sterling) into a number of plots under various forms of ownership, easements, and rights, creating difficulties in creating a uni- Summary: The Maric i Mujezinovic law office in coop- fied security over the project assets and land acceptable to eration with Kinstellar and Shearman & Sterling advised the lenders.” Vetroelektrane Balkana on the EUR 215 million financing provided by the EBRD and the IFC for the largest wind Zeljko Duric, Director, Vetroelektrane Balkana: farm project in Serbia. Karanovic & Nikolic and Norton “Bringing a project of the magnitude of the development Rose Fulbright advised the EBRD and IFC. of the Cibuk 1 wind farm to a successful financing stage is a feat that involved a large team of legal, insurance, fi- Karanovic & Nikolic Comment: “With an installed ca- nancial, environmental, and other professionals, across a pacity of 158 MW, Cibuk 1 will be the largest windfarm in number of jurisdictions, all working with dedication and the Western Balkans. The wind farm is expected to pro- creativity on the deal, around the clock. As the largest wind vide electricity to 113 thousand households and reduce farm in the Western Balkans region, and consequently the carbon emissions by more than 370,000 tones. The pro- most complex in terms of the required infrastructure and ject should give a critical contribution to Serbia meeting its deal structuring, we believe the project also positively con- commitment to have 27% of its gross energy consump- tributed to the knowledge-building in the mentioned ex- tion coming from renewable energy sources by 2020. The pert areas as well as within the state authorities with whom project is the largest project financing in renewable energy the project company, Vetroelektrane Balkana, closely co- sector in Serbia to date, and it was led by two international operated. We hope that the footprint left by the project financing institutions.” will allow new investors to tread this path more easily.”

“I would like to congratulate our clients – the EBRD and IFC – and thank them for an opportunity to work on the deal of this magnitude. Karanovic & Nikolic has a long-standing commitment to projects in the energy sector, and we are quite privileged to have worked on such a landmark deal that marked 2017 and has the potential to significantly impact this industry in SEE. We see this award as a recognition of our valuable sector specific experience, knowledge, and the efforts of our energy specialists to continually provide pioneering legal advice. It is truly an honor to receive this award!” – Rastko Petakovic, Managing Partner, Karanovic & Nikolic

CEE Legal Matters 69 July 2018 Deal Of the Year

Winner: Slovakia

EPH Group Acquisition of Slovenske Elektrarne from Enel

Seller: Enel Group (Allen & Overy) quisition of the second tranche of shares. Allen & Overy Buyer: EPH Group (White & Case) advised the Enel Group on the initial stage of the deal, with a second international firm (which asked to remain Summary: White & Case advised Energeticky a Prumys- anonymous) taking over for the second stage. lovy Holding (EPH), a leading Central European energy group, in connection with its two-stage acquisition of 66% Final Selection Committee Member: “Always challeng- of the shares of Slovenske Elektrarne, a member of the ing to bridge the gap between a strategic seller and a PE Enel Group, and the issues related to the joint venture be- buyer – especially given the regulated sector and political tween EPH and ENEL in the period prior to EPH’s ac- backdrop.”

“We are very proud and honored to have received the award. It con- tinues to show our leading status as the go-to M&A law firm on the Slovak Market.” – Martin Magal, Managing Partner, Allen & Overy Slovakia

70 CEE Legal Matters The Winners July 2018

Winner: Slovenia

Sale of Adria Mobil to Trigano in the Course of Ownership Restructuring by Shareholders of Protej d.o.o.

Buyer: Trigano (CMS) Mobil, the Slovenia-based caravan and motor home man- ufacturer. Kavcic, Bracun in partnerji represented a subset Sellers: 36 Private Shareholders of Protej d.o.o. (Kavcic, of the selling shareholders. Bracun in partnerji) Final Selection Committee Comment: “Adria Mobil is Summary: CMS advised Trigano on its purchase of Adria clearly ‘the deal’ in this group.

“Being nominated for the Deal of the Year Award has been already an incredible honor for our law firm, but to win against such a strong com- petition was just amazing. We would like to thank the jury who selected this deal as the Deal of the Year, to the organizers for organizing such an amazing event, to the clients for trusting us and for choosing us as their legal advisor, to our colleagues from other law firms working on this transaction for good cooperation and of course to our team for the excellent work provided.” – Matej Kavcic and Simon Bracun, Managing Partners, Kavcic, Bracun & Partners

CEE Legal Matters 71 July 2018 Deal Of the Year

Winner: turkey

Vitol Acquisition of Petrol Ofisi from OMV

Buyer: Vitol Investment Partnership Limited (Kolcuoglu and serious concerns regarding the closing, from a regula- Demirkan Kocakli; Hengeler Mueller) tory perspective. KDK had to create alternative legal sce- narios several times, all creating complexity in pre-closing Seller: OMV AG (Cerha Hempel Spiegelfeld Hlawati; corporate work.” Balcioglu Selcuk Akman Keki Attorney Partnership) Andreas Aigner, Head of M&A Legal, OMV Aktieng- Summary: CHSH and the Balcioglu Selcuk Akman Keki esellschaft: “The divestment of the Turkish retailer Petrol Attorney Partnership advised OMV on the EUR 1.368 Ofisi to Vitol for EUR 1.368 billion is a prime example of million sale of 100% of its shares in Turkish mineral the successful transformation of OMV in line with its cor- oil distribution company OMV Petrol Ofisi AS to Vitol porate strategy. We created and maintained strong compet- Group. Kolcuoglu Demirkan Kocakli and Hengeler Muel- itive pressure throughout the entire auction process and ler advised Vital on the deal. were able to swiftly deliver the transaction in a challenging market environment. The success of the transaction is the Kolcuoglu Demirkan Kocakli Comment: “The deal is result of a very dedicated and passionate project team in- the largest transaction in the Turkish market in the last volving all relevant disciplines.” five years and the most significant leveraged buyout trans- action in the Turkish M&A market, with a total value of Final Selection Committee Member: “All three of USD 1.45 billion and with a bank financing amounting these [nominees] are tremendous. I start with the OMV to USD 700 million. After signing, a diplomatic crisis be- deal because the complexity and political drama certainly tween Turkey and the caused high pressure must have strained counsel.

“We are greatly honored to have received the prestigious 2017 Deal of The Year Award for Turkey. As a completely inde- pendent Turkish law firm, we regard this award as a recognition that we prioritize work quality ahead of other means and successfully combine it with a business-focused vision. We will continue to work hard and provide high-quality and time-efficient legal services for our clients. We thank our colleagues from Hengeler Mueller and the dynamic and talented KDK team who contributed to this great success.” – Kolcuoglu Demirkan Kocakl

72 CEE Legal Matters

July 2018 Deal Of the Year

Winner: Ukraine

Ukraine Eurobond Issue

Issuer: State of Ukraine/ the Ministry of Finance of Ukraine since its 2015 sovereign debt restructuring. Ukraine (Avellum; White & Case) Avellum Comment: “The transaction is the first Ukraine’s Joint Lead Managers: BNP Paribas, Goldman Sachs, and sovereign Eurobond issue combined with a tender offer. J.P. Morgan Securities plc (Latham & Watkins; Sayenko The tender offer element required certain changes to ap- Kharenko) plicable Ukrainian tax legislation. In addition, existing legal uncertainties relating to liability management exercises in Summary: Avellum and White & Case advised the Min- respect of Ukrainian sovereign eurobonds called for inno- istry of Finance of Ukraine on its USD 3 billion, 15-year, vative solutions in terms of overall transaction structuring 7.375% Eurobond issue, which was combined with a cash and documentation.” tender offer to the holders of the outstanding Eurobonds due 2019 and 2020. Sayenko Kharenko and Latham & Final Selection Committee Comment: “The complex- Watkins advised joint lead managers BNP Paribas, Gold- ity, size and importance for the national economy make man Sachs, and J.P. Morgan Securities on the transaction, Ukraine Eurobond Issuance my choice for deal of the year which is the first stand-alone sovereign bond issue by in Ukraine.”

“We are immensely proud to receive these awards, which are a testament of dedica- tion and utmost professionalism of each member of the execution teams. The im- portance of Ukraine’s Eurobond issue is beyond any questions, as this transaction was a sign that Ukraine is back on the path to gradual financial revival. It further indicates a successful return of our country to the international capital markets. It was an immense privilege for us to act for the Ministry of Finance of Ukraine on this truly remarkable transaction.” – Glib Bondar, Senior Partners, Avellum

74 CEE Legal Matters

Central and Eastern Europe continues to be a major market for our clients and our cross‑border experts have advised General Counsel throughout the region.

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Contact us to find out more about how we can assist you.

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